Monster Transformations
by Asmith137
Summary: A strange green goop turns the girls into horrible, blood thirsty monsters. What will the penguins do to save them as well as keep New York and the Zoo safe? Will they even be able to save it or will they join the ranks of these hellish creatures? Is the world doomed to become a mutant apocalypse? Inevitable death and sacrifices will be made cause in a nightmare there is no light.
1. The Green Goop

An icy cold chill wafted through the entire Zoo and swept some leaves across the ground. It was a full moon that night but large gloomy clouds blocked the view, covering up most of the night sky in its eerie gray color. The atmosphere around the Central Park Zoo was unusually cold that night, leaving most animals with unintentional nightmares. A haunting presence lurked over the Zoo with malevolent watchful eyes as it watched four penguins' particularly.

Amber, Flora, Sara and Madison were walking through the Zoo at night to prove some unnecessary beliefs. In all honesty, only two of them wanted to really be there. The others, not so much.

"Why are we doing this again?" Sara whimpered to Flora. She was extremely terrified from the creepy surroundings. The night looked rather scary to her but the other three female penguins were perfectly fine with it. They were used to it since Antarctica was usually covered in darkness but Sara never got accustomed to it.

Flora looked at Sara but continued waddling with her team. "Because I want to make some observations and now was a good time as any," she answered, being vague purposely to avoid arguments. Unfortunately, it was inevitable.

"That and Flora and I have a bet and I'm telling you for the last time that zombies are real!" Amber shouted the last of her words in the intellects face. The penguins stopped walking, and Amber and Flora were soon in another argument.

Flora glared and met Amber's scowl. "That preposterous! They don't exist, it's only a dumb myth created by people to scare their kids at night." The female second in charge placed her flippers on her hips with Amber following in suit.

"You know they're real!" Amber argued. "Madison, Sara what do you think?"

Amber and Flora snapped their gazes to the two penguins, who were hoping they wouldn't be dragged into the argument. Unfortunately, they didn't always get what they wanted. This has been the fourth time this week that they brought Sara, and Madison into their arguments and it was getting irritating.

Sara hesitated before speaking. "Well… I don't really think they're real. At least I'm hoping they aren't…" She looked around with wide eyes, as if a monster was going to jump out and attack her. She was unsure to say the least and fidgeted where she stood. "Can we please go? I'm getting a bad vibe…" This comment went unnoticed when the two superior birds brought their attention to the mute penguin of the flock.

Madison smiled wickedly and nodded her head. She thought they were real alright.

"See? They agree with me." The silver commanding officer gave Flora a triumphant smile.

The flower loving penguin frowned and scoffed. "_Technically,_ Sara didn't say she believed in them, so it doesn't count!"

As those two penguins continued to argue, with Sara watching worriedly, Madison had her attention on something else. She was watching a shadow that was on the Zoovenier shop's roof intently. Her eyes narrowed in suspicion as the shadows eyes landed on her. It had creepy glowing red eyes that burned deep into her soul.

The feeling was odd and a blood pumping sensation. The creature's eyes sent a chill to her bones and some kind of signal to her brain. It was something that she had never experienced before, like something was rushing to her brain.

Madison stared through dilated pupils at the creature, as it practically hypnotized her with its gaze. She felt herself taking a couple of steps forward, but she was shook for her hypnotized state when Amber slapped the back of her head. In the process, her hat was knocked off of her head. She growled at her leader and bent down to grab her cap.

"What the heck were you staring at?" Amber questioned and then tipped her head back a bit so she could see the other girls at the corner of her eye. "You looked like a _zombie_." Another reference, just to push Flora's buttons. And it worked.

"Zombies don't exist," Flora grumbled, clearly aggravated.

Madison put her baseball cap backwards on her head and pointed at the Zoovenier shop's roof and grunted. This only received confused looks and raised brows from her female companions.

"Um…Madison? What are you pointing at, exactly?" Sara asked. "It's just the shop."

Madison gave them her own confused look and looked back at the roof. The shadow was no longer there, much to her chagrin. She grunted out her confusion with curiosity seizing her firmly, as it often did. She slid her way to the shop and started going up the building to investigate.

"Madison, stop!" Amber ordered.

It was all in vain but that didn't stop the three penguins from following their psychotic friend. They slid to the shop also and bounced against walls for momentum to reach the top. When they hopped onto the roof they found Madison about to poke some strange green goop.

"Don't touch that!" the penguins shouted, and tackled her away from the green mess.

Madison let out a startled shout but pushed her friends off of her. She crossed her flippers over her chest as she sat up.

"You don't just touch random green slop!" Amber scolded with a pointed flipper.

The mute penguin partially ignored her and continued to stare at the green goop that was only a few feet away from her. She grew faintly disturbed and thankful that they had stopped her from touching it, as it had started to bubble a bit.

Sara grimaced at the sight and hid behind Amber for possible protection. The slightly taller bird squeezed her shoulder a bit and offered words of comfort.

"Amazing," Flora whispered, gaining their attention. She stared at the mess and inched closer to it.

Amber eyed the scene with suspicion. "Flora…" she drawled out warily.

The second in charge rolled her eyes. "Don't worry; I'm just going to take a sample." Flora took out a random test tube and scalpel from who-knows-where.

Amber sighed to herself. "Is this really necessary?"

"Yes." Flora spared her leader a glance. "Yes it is." She scraped the goop carefully off the ground and slid the foreign element into the test tube. The substance was like Jell-O and jiggled in the glass casing. "No harm in keeping a scalpel, right?" Upon the looks Flora received, she sighed and threw it across the across the area. "Fine…"

"MY CAR!"

The outburst went unnoticed and they continued to look at the green slop as Flora swirled it around in the test tube.

"Where did those even come from?" the youngest penguin asked, referring to the scalpel and test tube.

Flora pondered this for a moment. "You'd be surprised, actually." She shrugged with a sheepish grin. "Don't ask question you don't want the answer too. Besides Madison does it with her tape recorder all the time."

Just as she said that, Madison pulled out her prized tape recorder and pressed play for one of her favorite tracks.

"_We're going to light it up, like its dynamite_!"

"Turn that off!" Amber ordered. Madison reluctantly stopped it and stared at the ground sadly. The leader sighed and rolled her eyes. "You can listen to it later…" she said reluctantly. Madison brightened up instantly and did a little dance on the spot.

Sara smiled. "She's always happy when there's music."

"Yes, it's a bit addictive and contagious," Flora chuckled. "We can save the pointless bet later," she said and sent Amber a look. "I want to examine this stuff as soon as possible."

"Alright then, let's go back to HQ," Amber ordered with a smirk. She poked Flora's stomach as she said, "Once you're done, we can prove that I'm right and you're wrong."

Flora rolled her eyes. "I'm never wrong." The looks she got made her sigh in annoance. "Ok, I'm almost never wrong. Zombies, or monsters of any kind, don't exist, simple as that. It goes against science, math and mother nature!"

"Well, monsters _do_ have their own rules." Amber smirked with amusement and high-fived Madison.

"Can we please go back to our habitat," Sara pleaded. "The night is starting to freak me out." She was still getting the bad vibe but she kept that to herself.

Amber scowled at Sara's fear but reluctantly decided it was best to leave as soon as possible. "Alright, fine. Move out!" she ordered.

The female penguins' jumped off the building and quickly slid back to their habitat. When they flipped over the fence, they managed to land on the concrete island while keeping their balance. Flora gripped her test tube tightly but carefully, praying it wouldn't break. Amber slid the fishbowl aside, ushered her team into the headquarters and jumped in after them.

"We're back!" Sara announced happily.

The guys turned their gazes from the flickering television to the girls.

"Ello Sara!" Private greeted cheerfully, although his eyes showed how terrified he was. It must have been the movie they were watching. "What are you doing back so soon?"

Sara didn't seem to know how to really answer that but she still responded with, "Flora wanted to examine this...weird thing."

Flora seemed to grow impatient. "And we're going into the lab," she said with little to no subtlety. She quickly dashed into the lab and left the door open a bit, a welcome invitation to the rest of the penguins to join her.

"Why is she?" Kowalski raised a brow at the remaining females.

"Flora found something, and I guess she wants to check it out," Amber answered with a shrug. "I think that was her 'subtle' way of telling me to follow." With that said, she went into the lab after the excited female scientist. Sara and Madison exchanged a glance, shrugged, and then went into the lab as well.

The guys also exchanged glances and shrugged. They then turned back to their T.V and continued to watch a horror movie marathon. The whole time Private was huddled up in a ball and fearfully watching the screen. The gore on the television was splattering everywhere with blood and crunched or discarded bones being thrown from mutilated bodies.

Private gasped when a man's head was cut off. He covered his eyes and whimpered out, "Oh dear..." He ducked away and started quivering underneath a pillow.

Skipper threw some popcorn into his beak, then noting Private was cowering on the floor. He scowled at the young cadet. "Aw, c'mon Private! You're going to miss the best part!"

Someone's head was thrown into spinning blades, sending blood everywhere. Private fainted.

Meanwhile, in the lab...

"What's so interesting about this anyway?" Amber inquired to Flora with a raised brow.

Flora looked at Amber as if she just committed a murder. "This could be a breakthrough in science discovery! How is it _not_ interesting?"

The silver commander looked at the green goop for a second before looking back at her second in charge. "It's just a green pile of crud."

Flora rolled her eyes at Amber's choice of words. It was then that she noticed Madison playing with a Bunsen burner. "Don't touch that!" She rushed to Madison and took the burner away. "This is a delicate piece of equipment, and I don't need anything broken in here. I don't want Kowalski to get upset about it either."

Madison crossed her flippers over her chest bitterly and rudely blew a raspberry in her face. Flora scowled and they glared at each other until Sara piped up.

"Um, Flora?" she whimpered. Flora looked over and saw the green goop bubbling violently in the tube. The young bird was taking steps back and was warily pointing at the green substance. "Is this supposed to happen?"

"No, so…EVERYONE TAKE COVER!" Flora shouted.

But just before they could, the green substance sprayed and splattered everywhere and landed all over the female penguins bodies. The force it emitted was strong enough to send them flying and crashing into the walls. The penguins moaned at the sudden pain.

They were oblivious to the substance sinking into their flesh, disappearing completely into them. Their veins lit up green for a second before they fell unconscious.


	2. Something's Wrong

The lab was covered with a thick cloud of smog, making it difficult to see through it. Inventions, tools and plans were scattered all over with tossed over tables and chemicals as well. Glass and splintered wood littered the floor with a busted pipe sending the smoke like stuff into the air. There were also four penguins, who were going to take a turn for the worse in their future.

Sara woke up first. She was extremely pale, even noticeable through her feathers. Her eyes were shadowed and all her feathers had drastically dulled out. She felt light headed and dizzy with her world seeming to be more like a twisted dream. "Hello?" she moaned. "Anyone there?" she inquired sluggishly and shook her head to clear it.

"I'm here…" Amber slurred.

Sara turned her head and saw Amber nearby, just barely through the beginning to dissipate smog. She was on her head and leaning up against a wall. It looked rather awkward. Amber also looked… different. Her eyes were red-rimmed and they looked bugged out, like they would pop out any minute or explode. She looked fragile, and her feathers looked mangled and old instead of the much neater and fresher way she always made sure it was.

Sara eyed her leader with worry and rubbed the back of her head. "Are you alright?" the young bird croaked out.

"I'm just peachy…" Amber laughed, clearly disoriented. "I don't feel anything. Cool right?"

Sara looked at her with a disbelieving and disturbed expression. "We should get you looked at by Flora." Her eyes grew in size as realization hit her like a ton of bricks. "Flora, Madison!" she droned out loudly. The young cadet got up and started to look for them through the haze. She looked around the lab and pushed away some inventions in hopes of finding them.

After a while she sighed, giving up hope.

Just then, she felt a tap on her shoulder, which caused her to whirl around. She screamed in surprise and in fright. Her scream died down as she calmed down. Sara realized it was only Flora, but she still felt slightly haunted. But the thrill of the scare coursed through her body.

It was Flora's looks that had sent her screaming. Rings were shadowed purple around her eyes with the veins popping out in a grotesque way. Her eyes had changed color and were now a pale blue. Her feathers had changed color too and were now a dark midnight blue color, resembling black almost. The white daisy flower on her head also looked half dead due to its wilted and wrinkling gray appearance.

"Oh, Flora. It's only you," Sara chuckled nervously.

Flora held her blank stare.

"I like...what you did...with your…feathers?" Sara said, unsure.

Flora looked at her feathers and slightly raised a nonexistent brow. "Hmm. Interesting," she mumbled.

The two both let out screeches of surprise when they were touched and clasped on their shoulders. They turned their heads, and both exhaled when they only saw it was Madison. She was laughing to herself at their terror. It was like a hobby to scare her friends but they never got used to it.

Sara slowly smiled, while Flora was trying to ease down her fast pulse. The scare had got her heart pumping alright but it actually kind of hurt too, which was strange. That had never happened before. She wasn't going to have a heart attack or something was she? She considered that highly unlikely

"Ha, good one," Sara laughed.

Madison and Flora stared at her in confusion. Since when was she okay with being scared? The flower loving penguin turned her gaze back to Madison and carefully examined her.

Madison's ocean blue eyes had gone to a sharp icy blue with an intense look that could cut right through you. Her feathers seemed to have gotten longer, and they were covering one of her eyes like a bang, three to be exact, but her hat still remained on her head. Her feathers were noticeably more mangled up than usual and looked a bit more like…fur? That wasn't right.

Sara managed to calm herself down from that strange excitement she was feeling. "I think we should go back to the guys," she suggested hesitantly.

"We do need to explain the unfortunate results of my examination to Kowalski," Flora muttered. She wasn't looking forward to that.

Sara and Madison nodded in agreement. They started their way out of the lab, but Madison stopped a meter away. She grunted as she turned her head around to find whatever it was that felt missing.

"What is it?" Sara asked at the door, with Flora next to her.

Madison ignored her and turned around to find the object of her attention. She then spotted Amber, who was still lying where she had been when she had got hit with the goop like everyone else in the room. Madison rolled her eyes and walked over to her leader.

"Hi…" Amber slurred, like she was drunk. Madison gave her a perturbed look before she took Amber's flipper and dragged her to the door of the lab.

Flora and Sara had been waiting for them and the penguins quickly exited the lab.

When they came out; they were met with ear piercing screams. They covered their ear holes, Madison dropping Amber's flipper in the process, and closed their eyes as they tried to block out the noise. When the noise stopped; they opened their eyes back up and saw the guys staring at them, horrified.

"What happened?" Private gasped in his British accent.

Flora felt strangely calm about the situation. "Explosion," she answered.

"We know that; we heard it, but what happened to all of you?" Kowalski gestured to the girl's new appearances.

The penguins examined themselves and, at this point, Amber had gotten off of the floor. All of them found nothing wrong with their own appearances, though they knew they looked different. All four had their own speculations but none of them knew what had really happened with that green goop.

Flora looked back up and shrugged. "Side effects I suppose," she replied.

Skipper eyed Flora critically. "How are you so calm about this?" he asked.

"It's not a big…" Amber went cross eyed for a second as she grunted out the words, "no big deal." She hissed in pain and rubbed at her temple. "Oow," she groaned.

Skipper switched his stare to the disoriented penguin. "Are you alright?" he asked, concerned for Amber's state.

"Peachy," Amber replied with a dizzy look and hissed again when another pulse of pain hit the inside of her head.

The guys exchanged worried glances.

"Maybe you need some fresh air?" Private suggested lightly.

"Air," Rico grunted in agreement.

Madison seemed excited at the idea and bounced up and down.

"No air," Amber slurred and shook her head.

Flora frowned a bit at Amber before turning her gaze back to the boys. "Maybe later." She shrugged, as if it couldn't be helped.

Madison slumped and growled in mild disappointment.

The guys exchanged worried glances once again. The girls were acting…different.

"Well we might as well have dinner now," Private said awkwardly.

"Great! I'm starved." Sara licked her beak.

Madison's stomach rumbled loudly.

"Fish!" Rico exclaimed. He quickly went over to their table and pulled out a dozen of the delicious taste of the sea. As fast as lightening, Rico sliced one of the fish into perfectly cut sushi. Madison ran over and started shoving the food down her throat.

"Don't eat it all!" Sara groaned.

Flora strode over and quickly stole a couple of un-cut fish and waddled back to Amber and Sara. She handed them some fish but kept some for herself. She waddled away and slumped against a wall. She eyed the fish carefully. A sudden urge came over her as she continued to stare at it.

Her vision got blurry and for a couple of moments everything was black to her. Her vision came back and the urge was gone. Though the fish she was holding in her flippers was now shriveled up, like it lost all moisture. Flora looked at it, confused. How did that happen?

She dropped the fish when she got startled by a sudden grunt. She looked up and saw Madison pointing at the shriveled up piece of food with a questioning look. Flora shrugged in response. "I have no idea how that happened," she told her honestly. "I'm going to look at it later and make some speculations and maybe do some…" she trailed off, noting the mute bird's look.

Madison just held a blank stare as she went off into a corner. Yeah, she wasn't exactly into science.

Flora watched as Madison ripped through her fish, like it was the first time she had ever eaten. "You can't eat it like that!" The second in charge scowled. Madison growled at Flora, before swallowing her food again. Flora sighed but smiled slightly as she saw Sara come over with a stumbling Amber behind her. Flora suddenly frowned. "Are you sure you're ok Amber? You look like you're drunk."

Amber looked like she was trying to think of something to say, which looked excruciating to her at the moment. "I'm as fine as this thing…" Amber slurred as she held up her fish.

Flora blinked at her slowly. "Amber…that's a fish."

"And it's dead," Sara added and pursed her beak a bit.

Amber looked at her fish in confusion with one of her pupils dilated and another a bit smaller than it should have been. "Isn't life wonderful?" Amber suddenly said in a dizzy tone, which was soon followed with a demented chuckle that erupted from her beak unfittingly.

Flora and Sara shared a quick concerned glance.

"Maybe I should do some tests…" Flora said thoughtfully and rubbed the bottom of her beak. She glanced at Madison to see her scratching her neck furiously with her webbed foot. "Maybe on her too…"

"No tests," Amber slurred out her order, trying to look stern. She waddled, more like stumbled, away like she had too much whiskey with Sara following.

Flora grinned when she saw Kowalski coming toward her, though she failed to notice the caution in his steps.

"Are you ok Flora?" Kowalski asked, clearly concerned.

"Of course," she replied calmly. "What makes you ask?"

Kowalski wasn't really sure how to put it without offending her. "You look..." he hesitated, "different."

"How so?"

"Well, your eyes…" Kowalski trailed off.

Flora blinked obliviously. "What about them?"

"They're, uh…a different color."

"Really? That's interesting," Flora murmured to herself. She rubbed the bottom of her beak thoughtfully. "How peculiar…"

Kowalski dragged his gaze to the shriveled up fish in front of the brown feathered penguin. "What happened to that fish?" he asked, faintly disturbed.

Flora shrugged, just at a loss as he was. "I'm not really sure."

"Well, maybe I should-" Kowalski was cut off from Skipper's voice.

"Amber!"

The two tall penguins turned their heads and gasped when they saw Amber lying on the ground, bleeding badly.

"What happened?" Private gasped. He came over with Sara at his side.

"She fell and just started bleeding!" Skipper shouted hysterically with wild gestures of his flippers. "Flora, help her now!" he ordered.

All the penguins in the room looked at Flora. She was just staring at the bleeding, unconscious Amber with some strange look with an emotion that couldn't be placed. But her eyes…they had an odd twinkle of interest to Amber's condition. Her eyes seemed to be following the blood and all concern she should have felt wasn't present.

"Flora!" Skipper shouted furiously.

Whatever trance Flora was in; she snapped out of it. "What?" she asked, still a bit dazed.

Skipper was immensely frustrated. "_Help_ her!"

"Oh yes, of course!" Flora ran over to her fallen leader and picked her up. "Just leave me alone, so I can get to work." She waddled to the lab door, which Kowalski held open for her. The whole time, her mystified gaze was on Amber's blood. She closed the lab door behind her and waddled to a nearby work table and sat her commanding officer down upon it.

Flora stared, amazed at the blood seeping around her leader. Its crimson color dripped off the edges of the table. Her pupils shrank as she felt that familiar urge. She felt herself moving in toward the blood, and she started to gently lap it up. It surprisingly tasted good to her, which made her lap at it quicker and more furiously then before. She licked her beak when she felt satisfied, and her pupils grew back to their normal size.

"Don't worry. I'll help you," Flora drawled out in a haunting murmur. She offered a crooked smile that didn't fit well with her character to the unconscious body, watching the pool of blood around Amber get larger and darker.


	3. The Green Moon

Flora quietly exited out of the lab after an hour with her leader in her flippers. She looked generally concerned for her commanding officer despite what had happened earlier, and her earlier emotions that seemed to have been buried were rising up from their depths.

Amber was bandaged all over her body with barely any of her feathers showing. Her face was left alone, along with one of her flippers and part of her back, which was the only part of her that was actually visible. Her feet were also left alone, but she was just lucky she hadn't lost too much blood.

"I couldn't find out what the real problem was. I just know that she was really fragile at the time and still is," Flora told them while laying Amber out on the table. "And my focused examination subject might have caused it," she murmured under her breath, so no one could hear, as she thought about that strange green substance.

"We may have to keep her on super special observation," Skipper declared. "I'll do first watch." Everyone gave him a questioning look at his willingness. "What? I'm taking a sacrifice here," Skipper said, appearing flustered. "I'm taking the longest watch."

Madison snickered at this and gave Skipper a knowing look, adding to Kowalski and Rico's. They received a glare but she played it off with a lighthearted chuckle. She then waddled off and went under the fishbowl entrance. She pointed upwards with a hopeful look on her face.

"Madison, you know we can't go anywhere without Ambers permission," Sara told her. The generally mute penguin growled at her but didn't make a move to go up. She tapped her webbed foot on the ground in her own growing impatience she was known for.

"Will Amber be alright?" Skipper asked Flora, not holding back his concern.

Flora looked at him thoughtfully. "There wasn't any significant damage, so I doubt anything that happened to her will be permanent or serious."

Skipper released a breath of air he didn't know he had been holding in and a relived smile spread across his face. He seemed delightfully surprised when he saw Amber stirring.

She opened her eyes and sat up. "Up," Amber grunted. "Bring me up. Want fresh air now."

Flora complied and picked up her leader, since Amber couldn't do it herself. She gave a nod to Madison and Sara to go up the fishbowl entrance. Madison didn't even hesitate and rushed up to the hatch, with a just as eager Rico behind her.

Sara helped Flora up the ladder with the rest of the guys behind them. When they came up they saw Rico desperately trying to get Madison's attention. He was waving a flipper in her face, while the mute bird was just staring up at the sky with some sort of awe stricken look. Drool was threatening to come out of her open beak.

Flora released Amber from her grip and steadied her leader so she could stand with Skipper's help. The penguins waddled around Madison and Rico, standing in front of them quizzically. Rico followed them and watched Madison stare at the sky, like she was in a trance. Her eyes were wide like a full moon, and they seemed to have a green glint in them. Her beak was hanging open, and she looked like she would drool at any moment if she kept this up.

Flora hummed in interest and waddled next to Madison. "I wonder…" She trailed off as she looked at the same direction as her stunned friend. Her expression soon turned into the same look Madison had. Sara came over and did the same with Amber not far behind. The girls were soon looking at the sky with a vacant look, beaks hanging open.

'_Well, isn't that stupid,_' Kowalski thought dully but kept his thoughts to himself.

"Sara?" Private questioned timidly. He waddled up to her and waved his flipper over her face like Rico had done earlier. He received no type of response. "Oh dear, I don't think she can hear me."

Skipper got next to Sara and looked up into the sky like the other girls, despite his men's protests. What he saw got him into a state of confusion rather than awestruck.

The sky, as dark as it was, had a large expanse of gray and black clouds with green light pooling out from the cracks in between. The clouds were moving fast also, causing the green lights to flicker around constantly in a hypnotic pattern. It was a pretty sight in a…creepy sort of way.

Skipper glanced back at the girls with a questioning gaze. They seemed hypnotized by the sight but the question was why? He wasn't, so why were they? '_It's probably a girl thing,'_ he thought.

"Skippah, what are we going to do?" Private asked, concern lining his voice.

The commanding officer looked thoughtful for a moment before an idea struck him. "Well, there's always this." He lifted a flipper, about to slap the closest penguin next to him, which was Sara.

"Don't Skippah!" Private already knew what he was going to do, and he didn't want any harm coming to Sara. "You don't have to slap her."

"Well, how else are we supposed to get them to snap out of it?" Skipper questioned, his flipper still raised.

Private rubbed the back of his head. "Um…" he hummed, trying to think of a less violent or painful way. He came up short.

"That's what I thought." Skipper was about to slap Sara out of her daze when at the corner of his eye; he noticed the clouds parting to reveal the full moon. Skipper tilted his head a little more for a better look at it. The full moon was odd. It had an eerie green glow to it and that could any spell trouble.

"Hey, hey, hey!" Rico started making random and guttural sounds to get his teammates attention, as well as making exaggerated gesture with his flippers.

The three other males snapped their attention to the crazy weapons expert.

"What is it Rico? Spit it out man!" Skipper waddled over to Rico, who was flapping his flippers around frantically.

"Look! Look!" Rico shouted at his leader.

Skipper held Rico's head firmly and stared at him straight in the eyes. "Look at what soldier?"

"Look at girls!" Rico turned Skippers head, so he could see the female penguins.

Kowalski and Private also looked and what they saw surprised them. An ominous green glow was flowing around the girls, and they actually seemed to be vibrating. Something told them that what was happening wasn't very normal.

"What the deuce?" Skipper muttered.

Out of the blue, the girls let out shrieks of pain. It was so ear piercing that even when the guys held their flippers over their ear holes they could still hear it clearly. The sound was spine tingling and sent unintentional shivers up their spines. The girls seemed to be screaming 'bloody murder' from their pain. None of them knew the pain the girls were experiencing but it was obviously agonizing.

Skipper was concerned for Amber of course, but he had no idea how he could help her. "Kowalski, options!" he barked out over the girls screams.

The scientist was a loss for words. What could he do to fix this?

"Kowalski!" Skipper shouted again.

Kowalski looked at his leader with a horrified expression. "I have no idea what is wrong with them!" he admitted over their screams.

"Skippah, Kowalski, look!" Private shouted, pointing at the girls.

What they saw next was absolutely horrifying.

Madison arched her back with the auditable sound of her bones cracking. Slowly, feathered wolf like ears ripped through her flesh and popped out on the side of her head. A wolf like tail ripped past her feathers on her backside and it swished dangerously around. The tips of her toes grew sharp claws, and her flippers sprouted out into black wolf like claws. She threw her head back and let out a wolf like howl and that's where they saw razor sharp teeth ripping and coming from the inside of her beak.

Flora curled into herself but when she threw her flippers out they became bat wings. Her eyes became sharper looking with the veins around them popping out even more if that was possible. The tips of her toes, like Madison's, grew long black claws. Her painful scream allowed everyone to see the two fangs growing inside the top of her beak. Her tongue glided over them, revealing her now snake like forked tongue.

Amber probably had smallest change on the outside. She could feel her mind going to complete mush. Everything on the inside of her felt like it was growing rotten, and she could just feel her blood stop circulating but for some reason; she was still alive. At least partly. Everything felt disoriented and she could barely form her screams. Most of the sounds she was making were loud moans and groans. Her feathers slowly turned into a greenish color, and her eyes bugged out even more than before. They looked like they could roll out of her head at any time.

Sara clenched her eyes shut and held her stomach in pain. Her image slowly faded along with her torment. When she opened her eyes again they were glowing a bloody red. Her body was now see through, much to everyone's surprise, and she even started to hover off of the ground a little. Sara could barely control the urge to just fly to another place when all her painful memories flooded back to her. Paranoia and a whole new lot of emotions washed over her and tormented her mind.

The male penguins looked at the girls in silent horror. They were completely different now. Their bodies were shaking from the sudden change with their eyes soulless and haunting. Their screams had died down but they still seemed to be frozen in place as before.

"What happened?" Skipper quietly asked Kowalski, just as shocked as everyone.

"I'm at a loss here Skipper," Kowalski answered. "This is beyond anything I've ever seen. It goes against science for pity sake!"

His voice caught the female penguin's attention. If they were penguins anymore that is. More like hybrids of their species but in a horribly mutated way. They all turned their vacant eyes onto the scientist. Kowalski froze and made no move to say anything else.

Private, however, was worried enough that he would step forward to them. That was a big mistake on his part.

Madison snapped her now flashing ice blue eyes onto him. She growled wolfishly and tackled Private. She landed easily on top of him and growled menacingly in his face, with some drool coming out of her beak and splattering onto the young penguins trembling body.

"Madison it's me! Private!" the young bird shouted, cringing.

The mutated penguin didn't appear to hear that and raised her head, opening her jaws, ready to make a killing bite at his throat. She yelped in sudden surprise when Rico tackled her before she could cause harm to the young penguin.

"Stop!" Rico shouted in her face. There was a brief glint of recognition in her eyes but it was short lived when she flung the penguin off of her. Rico was sent into the bars of their habitat with a painful smack and sunk into the habitats water. "Ooh, ow…"

Flora, now fully aware with what was going on, hissed and flapped her bat like wings. She flew up in the air and swooped down towards Madison. She tackled the dangerous penguin, and they began a fight on the ground for unknown reasons.

Rico came back onto the floe and coughed out water that had entered his lungs.

Kowalski ran over to his comrade's aid. "Are you alright Rico?" he asked.

"Nuh uh." Rico shook his head and sputtered as Kowalski hit his back gently. The two penguins worriedly watched Flora and Madison fight from a distant. It was a safe bet that Sara and Amber were the least dangerous in this situation, for now at least.

"Skippah, what are we going to do?" Private asked fearfully after his commanding officer had helped him up.

"We need to stop this mess," Skipper told him. "But this is something strange… something-"

"Magical?" Private cut in.

That didn't seem right, but Skipper would roll with it. "Yeah, sure, why not?" He shrugged.

"No such thing as magic!" Kowalski called over from the other side of the island.

"There is too!" Private shouted back. The young avian jumped back when Madison and Flora rolled over in front of him, still landing punches, hits and scratches onto the other. "Why are they being so rough on each other? They've _never_ been like this before."

"It's probably a survival instinct," Kowalski stated, coming over with Rico at his side.

"Oh boy…" Rico muttered, seeing Amber and Sara eying them closely. The looks they had were something he recognized, something that said they would do anything to get food. Rico knew that to them, they were monster chow. No doubt Flora and Madison might join in on the feast if it were to happen. Rico hoped he would taste good.

"Now Sara, let's have a moment to understand this situation," Private said cautiously, noting the stars as well.

Sara scowled but simply faded away, disappearing entirely in the blink of an eye. Amber, however, remained where she was.

Private blinked and was a bit unsure on what to feel, much less think. "What just happened?"

"I believe Sara has gone to a different location," Kowalski stated simply.

Skipper rolled his blue eyes. "Really?" he said sarcastically. "Never would have guessed that." The flat headed avian was caught off guard when Amber appeared next to him. "GAH! Since when do zombies move that fast?" The commanding officer jumped away and landed next to Kowalski and Private. "Jeez, almost have me a heart attack!"

Amber had evident hunger in her bugged out eyes. This zombie had a need to feed on flesh, and they were it. She lunged for them but, being a zombie, she couldn't go very fast. It would've been amusing if they weren't that target of her attention.

"Kowalski, analysis now!" Skipper demanded as his team slowly inched away from the deranged zombie penguin.

"Well, Skipper, it's obvious that they don't recognize us. What ever happened to them seems to have triggered a survival instinct in their brains that has blanked out their memories," Kowalski explained hastily. "So in this case, Amber wants to savagely devour us and possibly rip out every delectable organ we have in our bodies to satisfy her blood lusted hunger."

Private whimpered and grimaced at the thought.

Rico couldn't help but say, "Ew." He shivered at the thought of having his lung ripped out and eaten. He paused and thought about it. '_Would it taste good?'_

"Kowalski, have you ever thought of being a poet?"

"I've considered."

Skipper smirked. "Well do it, you're a natural."

"Skippah," Private whined as Amber got even closer.

"Right, forgot. Tall guy, give me some options."

"We could do a strategic retreat?" Kowalski suggested with a sheepish smile.

"Not gonna happen," Skipper growled.

"But Skippah-" Private attempted to say but was rudely cut off.

"No buts Private," Skipper interrupted. "I have had enough of your buts. I mean it! We are going to fight this and get these girls back to -"

Before he could finish; he was finally tackled by the zombiefied Amber. She attempted to bite his skull, but he pushed her head away before she could. In order to save his feathers he was going to have to get rid of her. "Don't take this personally," Skipper grunted and used his feet to propel Amber out of the habitat.

She landed with a thud on the other side of enclosure, a couple of feet from the habitats bars. She moaned groggily but she was soon up again and limped away, ignoring the penguins that were in the habitat behind her. She had better meal plans anyway.

Skipper barely had time to move out of the way when Madison and Flora came over, still tussling on the ground. He was nearly bowled over by them, missing them by a few centimeters. "What are we going to do about those two?" Skipper pointed to the tussling, mutated flightless birds.

Normally, Rico would have offered dynamite, but he wasn't about to blow his girlfriend across the entire Zoo. He knew that wouldn't help a relationship.

"I'm at a loss here as well Skipper. I'm not good with women, but I know when it comes to their fights that it's best to stay out of it," the strategist told him and backed away from the two.

Skipper scowled at the scientist. His attention was then diverted to the fight Madison and Flora were having. Sure, the two weren't always on good terms with each other, but they would never fight like this. At least Flora wouldn't, Madison would sometimes tackle her or even punch her if she was mad enough but this was more brutal then what they would ever do.

Flora raised her head and brought her teeth down on Madison's claw like flipper. Madison howled in pain and tried to scramble away from her. Flora wouldn't let her grip on the flipper loosen, and she even appeared to be enjoying it, possibly sucking the blood from Madison's body.

Madison finally had enough of it and clamped her jaws on Flora's head. With her new found wolf like teeth, it was more painful than just a regular beak. Flora immediately retracted her head from Madison's flipper and squawked in pain. Madison growled at her before hastily jumping out of the habitat and running away as fast as possible. It didn't take Flora long to recover. She hissed in anger and flew out of the habitat, following Madison to whatever direction she had gone to.

The four penguins stood there, a bit shocked and surprised from the events that occurred so quickly in such a short span of time.

"Uh, explanation? Anyone?" Skipper asked. But none of the other penguins could piece together what had happened.

A shadow with deep, blood red eyes watched them in darkness of the storage room window. It chuckled darkly to itself and the silhouette with red eyes disappeared from the dusty window, preparing the next phase of his plan.


	4. A Plan

"What's our situation?" Skipper inquired to Kowalski from their table. Rico and Private were at his side, looking up at Kowalski like he was the source that would solve all of their problems. Hopefully he would.

Kowalski pulled out a large whiteboard and flipped it over, revealing poorly drawn sketches, and took out a large white stick.

"It seems that our lady friends have been mutated," Kowalski started to explain, pointing the large stick on four poorly drawn penguin sketches. He started pointing each one out on the board. "Sara, I believe, is a ghost. Amber is obviously a zombie. Madison is a werepenguin, and finally…Flora is a vampenguin." Kowalski frowned, thinking deeply about his girlfriend's predicament.

Rico flapped his flippers around frantically. "Werepenguin!" he exclaimed.

Kowalski sighed. "Yes Rico, Madison is indeed a werepenguin. The catastrophic combination of werewolf DNA and penguin DNA to make a deadly werepenguin."

"Sara is a ghost?" Private whimpered.

Kowalski nodded in conformation.

Skipper slammed his flipper down on the table. "I won't take this. They are highly trained mutant operatives now. This can only spell disaster."

"The Zoo inhabitants have a 99.93% chance of facing certain death or getting severely injured," Kowalski stated after doing the calculations in his head.

Skipper sighed and eyed the strategist warily. "The other percent?" he questioned.

Kowalski let an awkward smile spread across his face. "The other .7% might have a chance of escape and come out with unnoticeable injuries." He rubbed the back of his head sheepishly at the expressions of his teammates. "Yeah, it sounded better in my head."

"I don't like those odds at all." Private covered his eyes.

"Neither do I." Skipper waddled up to his lieutenant. "The question is, how did this happen?"

Kowalski tapped his beak, lost in the possibilities. "Well, when they came out of the lab they did look different," he put out. "It may be connected to that mystery substance they said Flora had obtained."

"So this is Flora's fault," Skipper stated bluntly, immediately going to accuse the female egghead. However, before he say anything more, an angry penguin cut him off.

Kowalski narrowed his eyes and snapped out, "It's not her fault! She is not responsible to whatever had happened to them! It was just pure inconvenience."

Skipper raised a brow at the defensive tone but said nothing.

"How are we going to get them back?" Private asked timidly. "I don't believe they recognize us."

"It's a strange that they don't seem to." Kowalski started to ponder what was wrong, besides the obvious factor that they were monsters now. "My guess is whatever affected their transformation must have unlocked primal instincts in their brains, which is to survive obviously, and it might have damaged their memory in certain ways."

Skipper slowly put it together. "So you're saying they don't remember anything but the instinct to survive?" he inquired.

"Precisely," Kowalski sighed. "This makes everyone in the Zoo in danger, no exceptions. To be honest, I believe Sara is the smallest threat we face."

"And the largest ones?"

Kowalski pointed to the whiteboard again to the picture of the vampenguin and werepenguin. "Obviously, Flora and Madison are. Amber is a bit too slow to be much of a threat but this may change in the course of time if zombie numbers are to spread like I've seen in movies," Kowalski explained.

"If we are going to get rid of this threat we need to find out how they turned into what they are now."

"Well, we could check my lab for anything that could have done this," Kowalski suggested. "That could be a good start as any."

"Lab!" Rico shrieked and ran straight toward it. He flung the door and practically jumped inside.

"Calm down Rico!" Skipper ordered. The rest of the team came into the lab after their psychotic friend. Rico was looking around to try and find anything that would hint to how the girls turned into what they are now. For him, that meant tossing everything. "Rico, front and center!"

The weapons expert instantly stopped in his actions, shot over and saluted at attention in front of Skipper.

"We need to make this as delicate as possible," Skipper told him slowly, trying to get the words to sink into the maniac's head. "Now let's tear this place up and don't leave a speck of evidence behind!"

"Oh yeah!" Rico fist pumped his flippers with excitement and hacked up a chainsaw. He jumped over to the work table, ready to saw it in half.

"No, bad Rico!" Kowalski panicked and stopped the maniac from destroying everything. "We can't have my lab destroyed anymore then it is! I spent years of my lonely life on all of this!" The scientist protectively stood in front of his various chemicals and blueprints.

"Right, forgot about that. Stand down Rico, no chainsaws today." Skipper placed his flippers across his chest. "Sorry compadre."

Rico let out a groan of disappointment and lowered his chainsaw.

"We should just do a _careful_ search and hope we find something." Kowalski strained the word 'careful' and hoped dearly that his team understood, Skipper and Rico particularly.

Skipper smirked. "Alright men, let's find some evidence."

They didn't have to be told twice and went off to start the search. Time was limited.

Kowalski and Rico shifted through the many boxes in the lab while Skipper and Private were looking through the discarded and broken objects that littered the floor.

"I think I found something!" Private gasped. He picked up the thing he found and inspected it. "Never mind, it's just lint." With that, he tossed it over his shoulder and continued to look for anything useful. All he found was broken glass.

It went on like that for a while until Kowalski looked up from where he and Rico had been looking. "Skipper, I can't seem to find anything useful."

Rico popped out from the boxes and shrugged helplessly. "I got nothing."

Skipper shook his head disapprovingly. "What about the girls?" he asked. "We can't just let them go around and terrorize the Zoo. The Zoo is in danger from those four. You saw Flora and Madison, they can kill our Zoo's residents and that would make me fail as a Skipper, and we all I'm no failure right?" The three other penguins nodded in response. "We need a plan though. Kowalski, options."

"We can always capture them and keep them contained," the strategist suggested simply.

"And then what? Do painful experiments to try and get them back to normal? They can die from that!" Skipper shouted. He didn't really want to kill Amber or her team but then again…there were always necessary sacrifices needed to be made in life, whether you liked it or not.

"This could be a temporary thing," Kowalski pointed out hopefully. "It never was confirmed to be permanent."

"So they might not be like this forever?" Private asked, his hope returning. Kowalski nodded which resulted in a weak smile from Private.

Skipper shook his head. "Doubt it," he stated bluntly.

"Huh?" Rico tilted his head to the side, bemused.

"Whatever is playing with their minds has a firm grip." Skipper started to explain and paced in front of his teammates. "I doubt they can get out of this wacky conspiracy. My bet is on the giant space squid." He whipped out a comic book with a picture of a space squid on it, tapping it for emphasis. "Green glowing equals space! Even I can do that math!"

"We are going to need A LOT of protective headgear," Kowalski muttered to Rico, who hacked up helmet and placed it on his head.

"I don't believe its space squids," Private denied in a thoughtful tone. "Maybe it's something magical!"

And thus Skipper's bitter sarcasm was triggered. "Yes and maybe there is a unicorn who's trying to spread rainbows and hippie hugs to everyone!" the commanding officer exclaimed sarcastically in a mocking British accent. Private frowned and his eyes grew large and round. "Don't give me that face soldier," Skipper ordered and whipped over to his second in charge, slapping the helmet off of Rico's head. "Kowalski, any more options?"

"Sorry Skipper. I don't think there is much else we can do." Kowalski frowned. The scientist then started to prod his mind for any useful ideas. It was then an idea struck his, as he would call it, beautiful mind. "Eureka!" he exclaimed and threw a flipper up into the air overdramatically.

"What is it?" Private asked with hope sparkling in his eyes.

"If we can get a DNA sample from them, like a feather, then I can run tests on it and find a cure!" Kowalski fist pumped his flippers in mild joy. "The brain is back!"

The three other penguins ignored that comment as Skipper said, "Bravismo Kowalski but how are we going to get a DNA sample from them without losing our tail feathers in the process?"

"Um…we would need a lure." Kowalski looked at the others for help on suggestions. "Any ideas for getting Flora?"

"Well, Flora is a vampire…" Skipper trailed off.

Rico didn't even crack a smile. "Blood," he wheezed grimly.

"That's right…" Skipper trailed off again, scowling. "We need to tell the Zoo that they are in danger, ASAP."

"They have to avoid those four at all costs," Kowalski added. "The results can be deadly."

Private huddled up again. "The Zoo is in so much danger right now," he murmured fearfully. "Sara can't possibly be a threat to them. She's too nice for that."

"Private." Skipper looked at Private with faint mournful looking eyes. "We have to do what it takes to save our Zoo," he said sternly, a twinge of regret and sadness in his tone. Something told the three penguins' that they weren't going to like what their leader said next. "If that means we have to get rid of those four by killing them, then so be it."

And they were right.


	5. First Victims and Traps

"What?" the three penguins gasped.

"You can't be serious!" Kowalski gaped.

"Skippah we can't just, just-" Private was cut off by Rico. The psychopath made gagging sounds and ran around the room before pretending to slice his neck with his flipper. He fell onto his knees then onto his stomach, pretending to be dead as his eye twitched. That demonstration simply wrapped up the young bird's sentence.

Private stared at Rico while Kowalski seemed to not have noticed due to shock.

"Skipper, in all due respect, we can't just kill them!" Kowalski couldn't believe a thought like that would even cross his leaders mind. He knew that Skipper had grown very attached to Amber over the past year, so why would he be willing to kill her or any of the girls for that matter?

"Boys, I'm just as against this as much as you three are, but we can't have the entire Zoo killed just because we can't suck up our very deep feelings for them." Skipper crossed his flippers over his chest and tried not to think about Amber dying in his flippers.

"Our?" Private inquired. "Do you-"

"I don't want to hear it," Skipper stated crossly, starting to turn red from his embarrassment and slip of the tongue.

"Did we miss something?" Kowalski asked slyly, knowing something must have transpired between him and Amber. This little sentence alone lightened up the mood in the air. He found it amusing and, apparently, Rico and Private did too.

Rico made a flirting growl and started to laugh at Skipper's expression. He wouldn't be surprised if his leader made a move but the thought of it was hysterically funny.

"That's enough or I'll make you all do fifty laps in the water," Skipper growled. The three immediately stopped but couldn't help the snickers coming out of their beaks. Skipper glared at them till they all grew silent. "Alright, I don't want to hear any more out of you three…at least about that."

It was then that they heard a bloodcurdling scream.

"Oh no," Private whimpered and wrung his flippers together. "Did they hurt someone?"

"I'm not going to let that happen! Quickly men, move out!" Skipper ordered.

They didn't hesitate for a second and jumped out of their HQ and, soon after, their habitat fence. They looked around to try and find the source of the scream but, just for their luck and dread, the same scream rang out throughout the Zoo.

"Marlene!" the penguins exclaimed, realizing who the scream belonged to. They quickly and hastily slid to the otter next door. They flipped into her habitat and ran into the makeshift cave, screeching to a halt in battle stances once they were inside. It was enough to know she was in complete danger when a figure was looming over her.

"Leave her alone!" Skipper barked.

The penguin turned to them and her face was illuminated by the greenish moonlight. It was none other than Flora. Blood was dripping out of her beak, which made the penguins fear the worst. The sight looked gruesome, making her seem like a whole different penguin.

"Flora…" Kowalski murmured in the saddest of tones.

"Step away from the otter," Skipper ordered to the female vampenguin. Flora hissed in response. "Look, we don't want to hurt you. We just want to help you out."

Flora's eyes flickered from side to side and, in a blink of an eye, she zipped past them in a blur and was gone.

The penguins looked around, snapping their heads in different directions. There was no sign of her.

"Is she gone?" Private asked quietly.

"I think so," Kowalski sighed, looking rather depressed.

"Marlene," Rico grunted in concern and started waddling to the fallen otter.

The others followed cautiously and that's when they found Marlene in a corner, where Flora must have been able to trap her. The Asian otter had her eyes clenched shut with blood coming off of her arm.

Private's voice shook with mild terror. "Oh dear. Flora has hurt her."

"Marlene, you need to open up your eyes." Skipper and Kowalski forcefully shook the otter.

Marlene blinked her eyes open, but she soon let them go as wide as dinner plates when she saw them. She opened her mouth and let out another bloodcurdling scream. She only stopped when Rico forcefully clamped her mouth shut with a mild growl escaping his beak, making Marlene whimper.

"Marlene, Marlene please calm down." Private tried his best to soothe the heavily panting otter but it didn't appear to be working.

"Tell us what happened," Skipper demanded in a soft tone, trying to do his best to calm her down. Rico backed away from Marlene so she can speak without his flippers being in the way.

"W-was t-th-that F-Flora?" Marlene stuttered.

Kowalski hated that being brought up. "Unfortunately," he muttered.

"She just came in here and attacked me!" Marlene screamed, tears building up in her eyes. "She cornered me here and tried to bite my neck! I used my arm," Marlene pointed to the bleeding arm. "To you know, block it and everything but she still bit it and sucked my blood right from it! I felt it!"

"This isn't right." Private shook his head. "We need to find a cure for them fast." Once again, Private acknowledged the obvious.

"Them?" Marlene's voice shook. "T-there's more?" She grasped a pillow in fear.

Kowalski kept a reassuring flipper on her shoulder. "There has been some minor changes with the girls," he chuckled nervously and half-heartedly.

Fear turned into curiosity. "Like?" Marlene asked suspiciously, fear started to surround her in a bubble again.

Rico looked grim instead of his usually smiling face. "Monsters," he answered for Kowalski.

"Monsters?" Marlene shrieked. "They are all monsters now?"

"Unfortunately," Skipper and Kowalski admitted together.

"Precisely the problem, Marlene. They aren't the same anymore," Kowalski started to explain despairingly. "I doubt that any one of them will recognize you."

Marlene's ears drooped down in despair. "So what are they now?"

"Flora is obviously a vampenguin, hence the fangs."

"Sara is a ghost right now," Private sighed timidly. "We don't know where she went because she disappeared."

"Madison," Rico grunted and stared at the ground. "Werepenguin."

"Amber is a terrifying zombie," Skipper growled. He wouldn't want to say that to Marlene when she was already scared stiff, but she had to be warned before it was too late. "We don't know where any of them went. We want to catch the four but right now I think catching Flora first is the best option."

Marlene hesitated before asking anything. "Have you thought of using bait?" she inquired after a moment.

Private shuffled his webbed feet nervously, which was noticeable in his body language. "Yes, but we are not sure what thing to use," he answered.

"Now who said it couldn't be live bait?"

Everyone then turned to Private. Private huddled back in fear of what they were thinking. "Why are you all looking at me that way?" he asked worriedly.

"Private, how good are you at running away from a vampenguin?" Skipper smiled slyly.

Private shook his head furiously. "Why me?"

"Because you're gullible and expendable. Now suit up, we got us a vampenguin to catch!"

* * *

><p>"Skippah, is this really a good idea?" Private called out from the middle of the Zoo. He was shivering in fear. Being out in the open with gray clouds and flickering green light was enough to make his insides twist. The fact that he knew one of the girls could jump him at any moment wasn't helping much either. Why did he <em>always<em> have to be the bait?

"It's completely safe!" Kowalski shouted back.

Skipper held a radio in his flipper and sent a smirk Private's way. "This plan is full proof!" he added confidently. The commanding officer then turned to Kowalski and said, "Remind me to look up new recruits."

"Skipper!" Kowalski glared.

The commanding officer laughed and waved a flipper at him dismissively. "I'm just kidding! Seriously though, this plan is full proof."

Private just wanted to get the heck out of there and indulge himself in peanut butter winkies. He had been standing there for five minutes straight but there was no sign of the girls. "Skippah, I don't think she is coming!" he shouted from his post.

Skipper narrowed his eyes and denied the fact that Flora might not show up for the bait. "Stay right there Private!" he ordered.

"She's here, I can feel it," Kowalski murmured.

Skipper turned to him with a faintly disturbed look. "You know that's one of the creepiest things you have ever said, right?" He cocked a nonexistent eyebrow. Kowalski shrugged sheepishly with an awkward expression on his facial features. They turned back to the sight and waited a few moments before Skipper took out the radio. He pressed a button and spoke into it, "Rico, do you have any sight of one of the girls? Over."

"_Nuh uh_," Rico answered back with a faint crackle from the connection. "_All clear, over_."

"Make sure to give the code phrase if you see anything suspicious, over."

"_Gotcha_, _over_." Rico answered back gruffly before Skipper placed the radio back on the ground.

They waited for minutes before the radio crackled to life again.

"_HEY! MONS_-" There was a scream and the transmission was cut off before Rico could even finish.

Kowalski's brow lowered. "That wasn't the code phrase!"

Skipper picked up the little radio and started shouting into it, "Rico, Rico do you hear me? Over." He waited but nothing answered back but the crackle and static. "Rico! Are you there? Over." Only static. "Rico, I said over!" Still, only static. Skipper closed his eyes shut, clenching his beak tight.

"Rico…" Kowalski and Skipper murmured in a mournful tone.

"Skippah!" Private shouted out from where he was standing.

The two penguins whipped their heads up and gasped when they saw Flora looming over the young penguin. She licked her beak, already thinking about the delectable red liquid treats that Private held inside of him. Just a bite to the neck and it would be hers.

"Private!" Skipper shouted out in concern. "Kowalski get the metal net launcher!"

Kowalski picked up a launcher, rested it on his shoulder and stuck out his tongue as he aimed it at Flora. He faltered when Flora's eyes looked into his. He felt the launcher slip, but he managed to catch it. He aimed once more at the vampenguin that was now standing with her long, black clawed foot on Private's stomach, staring at them threateningly.

"Sorry," Kowalski whispered before pulling the trigger, sending a large metal net at the female. It was a blur but at the last second; Flora had moved out of the way and stood multiple feet away.

Private yelped when the net whirled on top of him instead, too heavy to lift off of him. He was pinned and an open picking for a certain vampire penguin.

"Kowalski!" Skipper slapped the back of said penguins head. "Look what you did!"

"I'm sorry ok; I'm under a lot of pressure!" Kowalski shouted back. "And yelling at me isn't helping!" The two were too busy hollering at each other to pay attention to the situation at hand, or flipper in their case.

Flora's eyes flashed with hunger. The perfect set up. She flapped her bat wings and slowly landed next to Private, savoring his fear. She licked her beak in delight. She was then tackled by the last thing the vampenguin had expected. A zombie penguin was on top of her, drool dripping out of her mouth that was mixed with blood, giving it a blackish, reddish like color.

Flora hissed at Amber and used her clawed feet to throw her off her own body. Amber landed with a thud but quickly bounced up, impressive for a zombie. Amber moaned something unintelligible, if it was words at all, and stared limping toward Private, intending to devour him.

"Help me!" Private cried out.

Skipper and Kowalski finally stopped shouting at each other and ran to their comrade's aid.

"We're coming Private!" Skipper shouted, unfortunately gaining the attention of Flora. She hissed at him, angry for getting involved of a potential meal. Skipper and Kowalski ignored this as they reached Private and started to try and lift the metal net off of him.

"Why is this so heavy?" Private grunted, struggling to get the net off of him.

Kowalski huffed from the effort. "Because it's made of metal!" he shouted, clearly annoyed.

Skipper grunted and did a large tug, sending the net flying over their heads, landing into Marlene's habitat water, causing her to scream in terror and run back into the makeshift cave. "There." Skipper then helped Private up.

Kowalski felt annoyance directed towards Skipper now as well. "Now what are we going to do? You just threw the net into water and it was the only one we had," he groaned.

"Right…" Skipper trailed off, staring into the soulless eyes of Amber, who was coming to them in a semi slow pace.

"You do have a plan, right?" Kowalski asked.

"Nnnooo…"

The tall strategist whimpered slightly. "We need a plan!" Kowalski backed up as Flora started making her way to them slowly also, just to get them scared. She savored their fear, like it was a feed of its own.

"Ok fine!" Skipper threw his flippers up in the air in mock defeat. "You want a plan? Here's your plan! RUN!" Skipper then slid away; Kowalski and Private fumbling over each other to catch up.

"Run? That's your plan?" Kowalski asked in an exasperated tone when he and Private finally caught up to him.

Skipper shot him a glare and barked, "Well, did you have a plan tall guy?" Kowalski didn't answer. He didn't have much of a plan either. "Didn't think so." Skipper continued to slide on his belly with only two of his other teammates at his side. They slid around a corner and crashed into a feathery wall. They looked up and gasped at what they saw. It was more like what they didn't see.

A penguin shaped figure was in front of them, most of its body covered in the shadows.

"Rico?" Private asked hopefully. He cringed at the garbage smell that emitted from the feathery bird.

Skipper looked down at its feet and noticed black claws coming from it. "That's not Rico," the flat headed leader whispered to him warily. The figure growled like an angered wolf and took a step to them.

"Madison!" Kowalski shrieked girlishly and ran to a different direction when the werepenguin came into light. Surprisingly, her hat was still on her head after everything that had happened.

Skipper and Private followed the taller penguin's example and went after Kowalski with Madison now chasing them on all fours. Something she could do now with her claw like flippers that she had been given. Skipper and Private rounded a corner they saw Kowalski go to but found a dead end. There was only one other problem. Kowalski was not there, only blood.

Skipper mourned silently. "Not Kowalski too…" he moaned.

"Wait, who else?" Private asked fearfully, still unaware that Rico had gone missing. Before his leader could answer, Madison jumped in the only way of their exit with her wolf tail swishing around as she snapped her jaws at them.

Skipper glared at Madison, who was slowly approaching them. "We are trapped."

"We're doomed." Private looked up at the green moon, probably the last thing he would ever see again. It was the source of their problems. _'Stupid moon_.' He blinked when he thought he saw a shadow with red eyes stare at him from on top of the walls that had cornered and trapped them.

'_What is that?'_ Private thought before Madison pounced.

* * *

><p><strong>I feel faintly rushed. I wanted to get my two Halloween stories done by Halloween but now I doubt I will. Oh well. I'm getting in the Halloween spirit! Note to self, ban clowns from neighborhood. Well I got a bebe gun and a bat, so I think I'll be alright. Review at your own risk.<strong>


	6. A Simple Fright

The two penguins yelped when Madison tackled them viscously to the ground. Her new teeth were exposed in their view, appearing to be covered with blood, but from what Skipper and Private did not know. Her breath smelled pretty bad to say the least. It smelled of rotting flesh, iron and an unidentifiable scent that made them gag.

"Someone needs a mint," Skipper dry heaved.

Madison growled, pressing down on them even harder. She drew a snarl, lowering her toothed beak down towards them.

"Please don't," Private whimpered as Madison looked at them, hunger evident in her eyes.

Skipper glowered at the werepenguin. "Step down now Madison. I'm not afraid to use lethal force," he threatened while trying to lift his flippers to protect himself and Private from certain death. "At least I would be, if I had any feeling in my flippers."

Madison only snarled in response. Suddenly, her wolf ears pricked up and swiveled around. She raised her head and was about to growl fiercely before she was tackled on her side. She yelped as the thing that tackled her pinned her down.

"Flora?" Private gasped disbelievingly when he saw she was the one that had saved them.

Skipper hastily said, "No time Private." The flat headed avian took the small penguin and started running out of the corner that had nearly sealed their death. "We need to get back to our habitat, where it's safe and _not_ filled with mutated birds that want to kill us." Wow, he never thought he'd say that sentence.

"But Flora-" Private tried to say but Skipper interrupted, "She probably just did that so she could eat us, not Madison." The young penguin's eyes clouded in sadness at the realization.

Skipper tugged Private's flipper to keep him at the same pace as him. They rounded the same corner they had passed before when being chased by Flora and Amber and came into the middle of the zoo. Skipper flung Private over the habitat fence and hurtled after him.

"Move man, move!" Skipper ordered, tossing the fishbowl aside, which Private caught, and jumped into the HQ. Private followed suit and let the fishbowl clatter on top of the hole.

Once inside, Private found Skipper pacing around the ground, muttering under his breath. "Um, Skippah?"

"What?" Skipper snapped.

Private flinched but took a step forward. "Are…are you alright?" he asked hesitantly.

Skipper shook his head and responded, "No Private, I'm not alright. Kowalski and Rico are missing and this is a more serious case then I had thought." He shook his head again and continued his pacing. "I thought that plan was full proof, but we still screwed up. This is worse than the fish epidemic."

Private denied, "It's not your fault." He tried to comfort his leader by saying, "It was just a bit of bad luck is all."

"A bit?" Skipper scoffed bitterly and stopped his pacing. "Kowalski and Rico are probably dead!"

Private frowned deeply. He yelped when something suddenly came down and landed on top of him. He struggled but stopped when he heard a familiar voice.

"Sorry!" Marlene apologized and got off of him, helping Private back up.

Skipper felt his eye twitch. "I thought we locked this HQ down!" He sighed and ordered, "Private, lock the fishbowl."

The young bird did as he was told while Marlene looked back at Skipper. "I saw what happened with the trap." She looked around and noticed Rico and Kowalski's absence. "Hey, where are Kowalski and Rico?"

Skipper frowned and answered, "Missing, gone. I don't know what happened to them."

"Gone?" Marlene gasped and brought a paw to her mouth. "Where were you?"

"Rico was separated from us," Skipper started.

"Kowalski went ahead, and we couldn't find him," Private finished and shook his head sadly. "Only blood was there when we reached a dead end."

Marlene shook her head slowly, almost in denial. "That's horrible."

"I lost two of my men." Skipper began pacing again. "Both were vital assets. Kowalski's options and knowledge; Rico's resources and brute strength." Skipper then slammed his flipper on a nearby table. "The trap didn't even work!"

Marlene and Private looked at him sympathetically.

"Don't lose hope yet Skippah, everything will turn out alright," Private said, less than confident in his own words.

Dismissing Private's words, the commando started to formulate another course of action. "We still need a plan." Skipper tried to compose himself and folded his flippers behind his back. "We didn't even get a DNA sample or whatever from them either."

Private tapped his flippers together. "Maybe we can go back when it's safer. There might be something from that scuffle of theirs."

"Wait, wait." Marlene held up a paw. "You guys didn't tell anyone else about this did you?"

Skipper face palmed and hollered angrily, "WHY?"

"Maurice! Where is my smoothie?" Julien shouted impatiently.

"Coming right up, your Majesty," Maurice assured. He looked up at the sky and noticed the full green moon. He hummed to himself in interest as he put a straw in the smoothie. He walked to his King and handed him the slushy treat. "King Julien, what do you think of how the moon looks like right now?" Maurice asked. He looked back up at it and shivered. "It's kind of creepin' me out."

"Oh Maurice." Julien took a sip of his smoothie and licked his lips. "It's obvious that the Sky Spirits are praising me with a moon of the color green." Julien raised his hands up in the air. "I love you too Sky Spirits!" What the self-proclaimed king saw at this 'praise' and interpreted it was questionable. Not enough that his advisor would ask.

Maurice sighed at his king exasperatedly and gave him a doubtful look. He wasn't going to argue; his King was far too thick headed to listen to him anyway. But why was the moon green and how? Did it have some kind of meaning to it, or was it just Halloween magic? Maurice was broken out of his thoughts by the usual scream of his King.

"Mort! Off the royal feet!" Julien kicked Mort off his feet and sent the mouse lemur flying to the penguin habitat.

Maurice sighed. The usual. Mort was always kicked off to some habitat, usually the penguins, Marlene's or Joey's. The penguins' were probably going to return Mort if he didn't come back himself anyway, so he didn't worry about it much. He froze when he heard a moaning sound. "Pardon me, your Majesty? Something wrong?" Maurice turned back to his King, guessing he was the one moaning.

"I said nothing Maurice." Julien casually slurped up his mango smoothie, blissfully ignorant.

Maurice looked around skeptically. If he didn't, then who did? Just then he saw a penguin form slowly making his way to him. He recognized the limping shape and slumped in relief. "Oh Amber, it's just you," he sighed, chuckling to himself for getting so scared. "Man, I thought I was imagining stuff. Oh hey, do you know what's up with the moon?" Maurice got no response which worried him. "Hey, you ok?"

The penguin came into the light and he gasped. That wasn't Amber anymore!

"What the heck!" Maurice shouted and ran away.

Amber ignored the pudgy lemur, seeing that she wouldn't catch him and went to the one that was just sitting around.

"Hello silly penguin." Julien took another sip of his smoothie, completely unaware that he was in danger and what Amber now looked like. "Come to bask in my glory, yes?" He got only a groan in response. "Eh, something wrong with your voice? I think you have a cold," he said obliviously.

Amber started climbing the ladder to his thrown, drooling far too much. She went for the closest thing that was to her, his feet. She opened her beak, ready to clamp down on it and enjoy the meat.

A scream rang out through the Zoo, making birds fly away from a deaths playground.


	7. Turns For The Worst

In the penguin habitat, they heard a deathly scream echo throughout the Central Park Zoo. An eerie silence resonated after, like the whole Zoo had disappeared. It was quiet… too quiet. They looked at each other, fearing the worst. The scream was identifiable, though it didn't help cease their fears one bit.

"Wasn't that Julien?" Private asked his leader.

Marlene already had a guess on what transpired. "Oh no," she whispered.

"Come on." Skipper jumped to the ladder. "We are going to rescue Ringtail."

"Marlene's coming then?" Private clapped his flippers together hopefully.

Skipper rolled his eyes. "She can stay here and 'guard' the HQ." He ignored the glare he received from Marlene.

"Wonderful," Marlene muttered sarcastically despite her fear.

Private sighed sadly, passed Marlene and went up the ladder after his leader. He flipped out and landed on the habitat bars next to Skipper. "Do you think we are too late?" he asked. In a way, he was hoping they were because he didn't want to see the girls like that anymore than he had to.

Skipper didn't answer and headed for the lemur habitat as quickly as possible. Private followed with as much speed as he could. They both flipped over the habitat walls and landed on the grassy ground. They launched themselves upward and thumped down on the concrete.

Mort was bawling and cradling his tail, and Maurice was huddled up on the ground with his back turned from them.

"Maurice, what happened?" Skipper placed a flipper on the aye-ayes shoulder.

The pudgy aye-aye whirled around; his expression was a horrified one. He relaxed considerably when he realized it was only Skipper. "Is something wrong with Amber?" Maurice asked timidly as Private came to his leader's side.

"Why do you ask?" Private smiled nervously and tapped his flippers together.

Maurice sighed and jumped to their sides so they could see what he had been bent over.

Both penguins gasped in horror. Julien was _completely_ torn up. A large gaping wound in his stomach, empty with no organs inside or anything, and his head had a large hole in it as well. It was missing a brain too **(A/N: I don't think there was one in the first place)**. The legs and arms looked like they had been gnawed at like a chew toy to a dog. His feet were a simple bloody pulp.

Private couldn't keep his lunch for rising and threw up on Skipper's feet.

Skipper grimaced at the mess on his feet and shook them in an attempt to get rid of some of the substance. "Ew..." He looked back at the dead Julien and closed his eyes. "Thank god Marlene isn't here to see this."

Maurice's eyes reflected sadness. His king might have been a pain, but Julien had still been his friend...in some weird way. "So is there something wrong with your penguin friend?" he asked again, almost accusingly.

"She's a monster," Skipper answered bluntly and looked at the pudgy lemur. "Flora, Sara and Madison are too."

Maurice's eyes widened in utter shock. "Say what?" he yelped. The penguins were strange and psychotic but this was new and completely unexpected. "What did you do man?" he practically shouted, though the flightless birds dismissed this comment.

"It's terrible." Private shook his head sadly. "They don't even remember us!"

"The scary penguin killed King Julien!" Mort wailed.

Skipper stared at the ground thoughtfully. "We need to alert the other zoo animals. This is getting out of hand," Skipper growled.

"We aren't going to split up are we?" Private asked, hoping he could stay with his leader.

Skipper shook his head and said, "I don't want to lose another soldier. We stay together. Remember the penguin credo?"

Private looked confused. "What does hot oil have anything to do with this?" He tilted his head to the side and stared at Skipper carefully.

Skipper face palmed before shouting, "No! It's never swim alone!" Geez, why can't he remember that? Skipper thought.

"Oh…" Private hummed, nodding his head.

"Wait, you two aren't leaving us," Maurice gestured to himself and Mort, "are you?"

"Good point." Skipper rubbed the bottom of his beak. "Go back to our HQ; Marlene should let you two in." Skipper then jumped onto the habitat walls; Private hurtling over also. The commanding bird pointed a flipper at both of the lemurs warningly. "Don't touch anything," he ordered sternly and eyed them warily for a moment.

Mort jumped up suddenly, and his large eyes glazed over with sadness and fear. "What about King Julien?"

"Leave him." Skipper narrowed his eyes. "We can take care of it when this is all over. We don't need distractions of any kind."

Maurice and Mort didn't appear happy or satisfied with the response but the sense of it made them start over to the penguin habitat.

Skipper then signaled for Private to follow him. They made their way to Burt's habitat, about to tell everyone to beware of four monster penguins.

* * *

><p>Marlene looked around the HQ curiously, trying to find something to occupy her time. She looked at the girls bunks and found a Lunacorn plush under Sara's pillow. She put it back and arranged it so it looked like she never looked there. The antsy otter suddenly heard a few tapping sounds on the fishbowl. She froze, afraid it might have been the monster penguins. She decided to check.<p>

Marlene jumped to where the periscope was and brought it down. She angled it around so she can see the fishbowl and whoever was there. She sighed in relief when she realized it was only Maurice. She wondered where Julien, Mort and the other penguins were. She felt a lump form in her throat.

_'Please don't tell me…'_ Marlene could only assume the worst. She was just hoping she was wrong. She jumped away from the periscope and went over to the fishbowl. She unlocked it, pulled it aside and looked up at the gray lemur with wide eyes.

"Maurice?" Marlene tilted her head slightly in confusion. "What are you doing here?" She looked around quickly and asked, "Where is everyone else?"

The Aye-aye sighed sadly but his eyes told the Asian otter that he honestly didn't care. "They are dead."

The otter had to do a double-take. "W-what?" Marlene gaped. "Who?"

"The penguins, Mort, King Julien…they are all dead," Maurice said with almost no emotion.

Marlene felt tears prick her eyes. She shook her head in denial. "T-that can't be…"

"Amber killed them all. They tried to save Julien but she had destroyed him."

The pudgy lemur narrowed his eyes when Marlene asked, "How did you escape?"

"They told me to run so I did," he answered bluntly. "Can I come in now?"

"O-of course," Marlene stuttered and made room for him to come in. Maurice jumped into the HQ and strode to the middle of it. He looked around as if it was his first time being here in the penguins HQ.

Marlene examined Maurice. He didn't appear sad of the loss or concerned. Something smelled fishy and it wasn't just the smell of the penguin's home. The smell was a bit appalling though. "So Maurice," Marlene began and locked the fishbowl again, studying him carefully. Something was off about him. "You don't seem too upset about this."

The lemur turned toward her and, for a split second, she thought his eyes flashed red. He came to her and stopped so he was almost nose to nose with her, eyes slightly narrowed. "I saw everything." He glared. "Julien was weak." Maurice's voice then sounded more…feminine.

Marlene gaped at him and took a couple steps back in surprise and shock. "W-what?"

"He was weak." His now feminine sounding voice was getting more familiar to Marlene, but she couldn't place her finger on it. "He was stupid. He didn't even defend himself. Just screamed like the coward he was." Maurice's eyes were completely red by now.

"M-Maurice?" Marlene blinked owlishly.

Maurice's eyes rolled back, and he suddenly collapsed with a certain spirit escaping from his body.

"S-Sara?" Marlene gasped. She had been tricked. Mort and the other penguins were probably still alive. But something told her that Julien was gone due to that hint of truth she heard in Sara's voice when she had been controlling Maurice. "Sara?" she repeated hoarsely.

The ghost penguin was now hovering over the ground and had narrowed eyes at the Asian otter. "Why does no one care?" Sara shouted. "Why am I so alone?"

Marlene blinked in minor confusion. She realized that Sara looked ready to explode from undirected fury. "You're not alone!" The otter denied and waved her paws around frantically. Sara's tormented spirit being came closer to Marlene, making her back into a wall. "Where is Mort, Julien and any of the other penguins?"

"Julien is dead," Sara hissed, stopping in front of the terrified otter. "Mort is hiding, but I will find him," she growled. "The penguins are alerting the other stupid animals about me, aren't they? They want me to be alone, don't they?" Sara shouted and drifted even closer to Marlene.

"What were you doing with Maurice?" Marlene suppressed a stutter.

"Maurice would be the body I live in, but he's too weak." Sara looked at the fallen lemur on the ground. "All the lemurs are too weak." Her red eyes drifted back to Marlene. "But you…you're stronger, more agile." Sara came so close that Marlene had to press herself against the wall. Sara was a ghost; it wasn't like she could squish her. "You'll be a much better host then that lemur." Sara smiled crookedly.

Marlene shook violently. "Y-you wouldn't!" she shrieked.

Sara shook her head and murmured, "Oh, but I would." She got even closer to her if it was possible. "Now hold still." Her red eyes flashed as the room grew deathly cold and silent. "This won't hurt a bit… It's going to hurt a whole lot."

* * *

><p>A cloaked shadow came into the empty lemur habitat silently. No one seemed to notice it from other nearby habitats. It came up to the platform and looked down at the mutilated lemur. It tutted and shook its hooded head with fake emotion.<p>

"Can't let a perfectly good body go to waste now can we?" it said to itself as it gazed into Julien's blank wide eyes. The lemurs mouth was open as if he was about to scream out to the world in his afterlife. His eyes still looked terrified, even in death.

The hooded shadow lifted the sleeves of its long cloak. Green liquid started to drip from a black appendage, as if he had cut himself, blood dripping out by pools. Yet, was this really an animal or a human? Probably neither. It brought the green dripping appendage over to Julien. The green goop came in pools into the ring-tailed lemur. It poured in the lemur's opened stomach; he dripped some on his feet and lastly; he put some in Julien's mouth and opened up skull.

Once it was done; he brought his sleeve back down and, strangely, the green fluid ceased from flowing from its arm like appendage.

"Now let's see what he turns into, though I have a good idea on what," it chuckled darkly as he watched Julien's body repair itself. "This is becoming a most fun game indeed. Now I just got to beat those meddling penguins… Hmm, this is going to be easier than I had thought."


	8. A New Plan and Problem

Skipper and Private were sent flying across the Zoo and passed by the clock tower, which read that it was one in the morning. They landed right into one of the many Zoo benches with the force of their impact causing shatters of wood and metal flying everywhere. Dust was brought up into the air, contaminating their lungs in a way that almost hurt.

"We were only trying to warn him," Private coughed and waved away the dust.

Skipper stood up and dusted himself off. "If Joey wants to get eaten by four monster penguins then fine. NOT MY PROBLEM!"

"He didn't have to kick us in the bum." The young cadet rubbed his sore bottom in pain. "Even if he did; he didn't have to do it so hard."

Skipper helped the smaller penguin up as he said, "Well, besides Joey; we have told everyone in the Zoo about the situation." He added quietly, "Even if they don't believe us and that they are pretty mad about us waking them up in the middle of the night."

"So, do we go back to Marlene?" Private inquired and dusted himself off also.

"We go back to Marlene," the commanding officer confirmed. "I don't like the idea of leaving Marlene alone so long like that."

"Well, Maurice and Mort are in there too," Private pointed out.

Skipper rubbed the bottom of his beak. "Right…QUICK!" He started running full speed back to the HQ. Knowing the lemurs, their HQ might be a total wreck by now when they came back. He had no idea how right he was.

"Skippah, wait!" Private called after him.

By the time he reached Skipper; his leader had just jumped down into the HQ.

_'Strange,'_ Private thought skeptically. '_I could have sworn that Marlene locked it when we left_.' He jumped inside the HQ and gasped at what he saw. It was completely ransacked.

The table was simple splinters everywhere, the television was smashed, their fridge was torn apart, pillow feathers were everywhere along with blanket shreds, the lab door was ripped off, and a whole bunch of other items were broken and lying around. Oh yeah, and there was a certain lemur lying unconscious on the concrete floor.

"Maurice?" Private murmured in disbelief. He waddled cautiously to the splayed out lemur. He gently shook him but Maurice's eyes remained closed. "Oh dear." The private looked up and saw Skipper shifting through the broken remains of their domestic items.

A sudden thought struck Skipper's mind. "Where is Marlene?" he inquired and looked around.

Private looked around also but saw no sight of the otter. "I hope she is alright." His gaze rested on the lab, which the door had been ripped off from. "Skippah, what are we going to do?" Private asked hopelessly. "What if something happened to her?"

Skipper narrowed his eyes as he looked at the lab. "We need to find Marlene, get a DNA sample from one of the girls and capture them as soon as possible."

"But how are we going to change them back without Kowalski's help?" Private questioned.

"I don't know." Skipper rubbed the bottom of his beak thoughtfully but frustration was flashing in his deep, blue eyes. "We are going to have to make due."

Private stood up and pointed to Maurice. "What about Maurice? He won't wake up."

Skipper waddled to the aye-aye lemur and picked him up by the shoulders. He shook him violently but got no response. "Well, that didn't work." Skipper sat the lemur against a wall and raised a flipper. Before Private could object; Skipper harshly slapped Maurice. Yet still, the lemur did not open his eyes or give any sign of feeling the slap. "That didn't work either."

"Surely there is a better way to wake him up?" Private waddled to his leader.

Skipper looked at him thoughtfully. "We could really use Kowalski right now…"

"Or Flora," Private mumbled.

Skipper scowled at the younger penguin. "Stop it," he ordered with a tone of annoyance. "We need to get them back. If not, we are going to have to k-"

"We can't!" Private interrupted in a cry. "There is a way to get them back; we just haven't tried hard enough!"

"Private, when the time comes, we might have to kill one of them… or all four," Skipper said with a hint of regret in his tone.

Private knew Skipper was right, but he couldn't bring himself to admit it. He sighed in defeat and looked at the ground for consolation. He wasn't sure how they would kill any of them anyway. Flora and Madison sure, but Sara looked like she was invincible. Amber probably had some way to avoid death, even though she was already half dead at the time. "Alright Skippah," he murmured sadly.

Skipper nodded stiffly and went to the lab doorway for more investigation. The metal door had been ripped right off of its hinges but it looked like it could be repaired...with a lot of duct tape He came into the lab and looked around cautiously, just in case there was an enemy around.

It wasn't any better than the rest of their lair. Inventions, chemicals and shattered glass were littered everywhere. The work tables were thrown in different areas and a broken coffee machine also laid in the mess.

"That maniac destroyed it!" Skipper clenched his flippers.

"What is it? The lab?" Private questioned as he came into the doorway, cringing at the mess.

Skipper came to the broken coffee machine and glared down at it. "It destroyed the coffee machine!"

Private face twisted into a funny look at his leader. He swept his gaze across the lab; his frown growing deeper with each passing second. "Who did this?" he asked, hoping his leader had an answer. He has been asking a lot of questions lately but for good reasons.

Skipper picked up a piece of brown fur from the ground. He looked at it carefully before saying, "I'm betting it's a certain otter we know..."

* * *

><p>"Alright we can set up a trap here." Skipper pointed to a part of the Zoo Map. "Here and here." The commanding officer pointed to two more places. "We can set up bombs outside the Zoo for extra precaution and paranoia. There will be net traps in these three places." Skipper circled the three different spots on the Zoo map with a red marker and made scribbles across it. "If all works out; we will have that DNA sample in no time."<p>

"And then the girls are back to normal." Private smiled. "And absolutely no harm done to them!"

"Eh, sure." Skipper took the map and slung some rope over his shoulders. He threw a couple of nets at Private. "Now let's set these up."

Private stumbled after Skipper and struggled to get up the ladder. He cast a worried glance at Maurice, who they put in one of the bunks. He was going to stay there until he woke up and, when he did, they were going to ask him some questions. Private then continued to go up the ladder, careful not to drop any nets.

They came onto the concrete and Skipper surveyed the entire zoo. No sign of possible danger, yet at least.

"Come on Private." Skipper gestured for the smaller penguin to follow. Private tried to look over the nets as he followed Skipper out of the habitat.

It was a simple plan really. They would set up traps and hope it caught one of the girls, simple as that. They would take a feather, or anything for a DNA sample, and they would go off from there. What happened after that was going to be difficult.

If Kowalski was there it would have been much easier to make plans and analyze things. If Rico was there it would have been easier to obtain the supplies they needed. But they were gone, so they had to do their best to work with only the two of them. Private honestly didn't know what he would do if he lost Skipper in this mission. He already lost Kowalski and Rico…

"Stop," Skipper ordered. "We set the first trap here." The flat headed penguin then took a net from Private and jumped to the top of the lamppost in front of them. He then started to tie the rope around the light and, when he had succeeded, tied the rope and net together. He lowered it till it rested on the ground in a square.

"Skippah," Private began as the other penguin came back down. "Don't you think they will be smarter than that to just wander into the trap? And couldn't they see a net if it was in the light?"

"Maybe Private, maybe." Skipper looked at the trap thoughtfully before saying, "But we need any possible way to catch these four, even if it's not much use."

Private frowned slightly. What was going to happen? Weren't they strong enough to rip out of the net? This wouldn't catch Sara, that was for certain. Madison could easily escape with those claws of hers and Flora could probably get out with hers as well. It would mostly likely hold Amber. "Skippah, is this trap specifically for…Amber?" Private asked, knowing that his leader most have some deep feelings for her. He had technically said so himself.

Skipper looked Private dead in the eye. "We are going to get every one of them back." He refused to answer the question directly and swerved clear past it, which Private didn't fail to miss. "I don't want them to die but if worse comes to worst; you know what we have to do."

The young avian looked at the ground and nodded sadly. "Is-" He was suddenly cut off when Skipper tackled him and dragged him under a nearby bench. "What are y-" Skipper slapped a flipper over his beak so he couldn't speak. He made a gesture to stay quiet. Private nodded silently and waited with his bold, flat headed leader. Then Private heard it. A low growling sound. His first thought was Madison.

A shape suddenly jumped a few feet away from the bench with its back thankfully turned from them so it couldn't see them.

Private's eyes nearly popped out of his head when he realized that it was not Madison at all. In that one moment Private forgot to be quiet. "Julien?" he gasped.


	9. The Sacrifice

Julien whipped his head around and snarled at the two hidden penguins'.

His eyes were now a blood red, a red tint to his fur also. His fur itself was a bit shaggy and had gotten noticeably longer. His tail had gotten a bit shorter, and his white rings were now gray. His teeth were very sharp, a disgusting yellow and green color to it, and his eyes seemed to have more depth to them than they ever had before. His paws now had long, sharp, black claws, making him all the more dangerous and beastly.

Julien was a werelemur. And Skipper and Private were dead meat.

* * *

><p><strong>(Outside the Zoo 0200 Hours)<strong>

In a tree in the public Central Park of New York were two figures that, if someone were to have had heard the news, would've been thought to be dead. No, they were very much alive, just injured.

"Ow, too tight!" Rico winced as Kowalski continued to tie bandages around his flipper. Kowalski had just finished doing it with his chest. He was too tired to really do anything but just sit against the tree bark and bleed. However, he wasn't too tired to complain to his higher ranking teammate.

"Rico, just hold still and stop squirming." Kowalski was getting increasingly frustrated with Rico's resistance. He was just trying to help for crying out loud! "We have to get back to the Zoo; we have been wasting too much time already."

Rico grumbled to himself and scowled at the scientist as he continued to wrap bandages around his flipper. The look softened as he was drawn into his thoughts. He was lucky to only get injured the way he did. He could have gotten killed. Rico still remembered what happened but, at this point, he wished he didn't…

**(Flashback)**

_Rico looked over the Zoo with his binoculars while he stood on top of the Zoovenier shop._

_Private was standing in front of their habitat as bait, and he could see Kowalski and Skipper in the bushes from his post. The outcome of this would be interesting, Rico could feel it. He then heard something that sounded like flapping and instinctively looked up. It was Flora and she was flying straight toward Private, who was the bait for their trap._

_This made Rico start to panic. Quickly, he took the miniature radio and began to shout into it, "HEY! MONS-" He was cut short when the radio was slapped out of his grip. He turned around and screamed before the radio was crushed under a clawed foot. Rico gulped thickly. _

_It was Madison. _

_He laughed nervously and backed away slowly, holding his flippers out for a sign of peace. Madison took a few threatening steps forward before Rico regurgitated a flamethrower. He aimed it at her and grumbled, "Don't move." Honestly, he didn't want to shoot, especially since she was his girlfriend. There was going to be some bumps in their relationship if he did…and some scorched feathers._

_Madison didn't seem to hear him or just didn't want to listen. She then ran straight at him and, before he could pull the trigger, she had him pinned down and the flamethrower was tossed away on the building's roof. She growled in his face with some saliva coming from her toothed beak, threatening to splatter onto Rico's face._

_The psychopath grimaced and tried to use his feet to get her off, but he was too restricted to do so. The werepenguin took his flipper and bit down deeply into it. Rico screeched in pain, which made Madison's grip on him slacken due to her sensitive wolf like ears. He snarled and, using the falter to his advantage, tossed her away. She landed on her back while Rico jumped back to his feet with an open chance at a counter attack. Lucky for her, he didn't want to. The weapons expert raised his flippers up in a defensive position as Madison got back up and shook herself. She snarled, obviously pissed off, and made a move to tackle him. Rico easily kicked her away but it only fueled the werepenguin's anger._

_Madison's eyes flared with fury, and she howled to the sky in her growing rage. She launched herself at him with such a tremendous amount of force that she easily managed to knock him down, making Rico gasp for breath as the wind was knocked out of him. She took one of her claw flippers and pressed it forcefully on his belly, sinking her claws into his abdomen. _

_Rico cringed and struggled when he felt the claws break through his skin and feathers. He was starting to bleed, and he couldn't stop it. He looked Madison in the eyes, begging for her to stop this. "Please," Rico panted as she pressed her claw even deeper into his stomach. There it was; that faint glint of recognition. It was quick, just a second, but it was gone. He felt the pressure from his stomach lift a bit but it quickly went back in._

_Rico continued to breathe heavily as Madison continued to put him through slow torture. Why wouldn't she just end it already? He looked over the side of building, just barely able to see what was happening. Flora had just dodged a net and it had pinned Private down instead. Rico gasped painfully when Madison's claws sunk even deeper, as if forcing him to pay attention to her instead. It was at least three inches deep._

_Madison suddenly growled and the pressure went down a bit. Rio looked up and saw Sara glaring at the werepenguin. He was faintly surprised to see Sara at all but the pain made him think only about staying awake. His vision swayed around, everything starting to get blurry from the pain and blood loss._

_What Sara said made Rico let out a confused gurgled grunt come from the back of his throat, mostly from shock. "I will help you if you make a deal with me." Sara glared at Madison as she directed what she said to Rico._

_Madison snarled in disapproval and dug her other flippers claws onto Rico's already injured flipper. The weapons expert only growled in pain, refusing to scream._

_Sara brought her red eyed gaze onto Rico as she calmly said, "Give me what I want, and you will live."_

_Rico could detect a distinct menace in her voice, but he was blinded by pain as he nodded. He didn't know what she wanted, but he was sure he would find out soon. His eyes bugged out when Sara hissed and disappeared into the other mutated bird. _

_The werepenguin snorted and tossed her head around; her hat managing to stay on her feathered head._

_Rico struggled to sit up, but he managed to despite the pain. He could guess with his limited intelligence that Sara was possessing Madison or something like that. He wondered why she would help him, even if she was going to get something in return, why would she? She has been the first to communicate out of the four, and it wasn't like Madison was going to talk anytime soon._

_The angered werepenguin seemed to be in a battle of her own and was smacking her head harshly against the ground. Rico's chest clenched when he saw Madison reaching the edge of the building, moving frantically to rid of the possessor. Though Sara wasn't trying very hard to possess to be fair._

_Madison yelped as she fell over the edge and Rico had just enough time to see Sara come out of her body before the werepenguin plummeted. Rico felt a sting in his heart when he heard a crash sound come from where Madison had fell. This was like torture to him. He looked at Sara, who didn't seem all that friendly, as she approached him._

_"What do you want?" he croaked and spat out some blood. Sara didn't answer and just…vanished. What did she want? Wasn't she going to tell him? He sighed and gave up with it. He cringed as he stood up and limped to the side of the building. Blood was coming out of his newly obtained wound._

_The maniac looked over the edge of the roof, and saw Madison jumping out of a garbage bin. He saw her run around the corner of the building, and he knew she was going to go after his friends. He wanted to go after her, but he was too exhausted._

_Rico suddenly clutched his chest, specifically where the wound was, and fell onto his back. The weapons expert groaned in pain. He took a glance at his damaged flipper and grimaced. 'This freaking sucks,' he thought._

**(End of Flashback)**

Rico winced at the memory. He looked at Kowalski briefly, the guy that had saved him.

Kowalski looked up at Rico and shook his head in disapproval. "What happened, Rico?" he inquired curiously to his companion, keeping most of his focus on fixing Rico back up if only by a little.

"Madison," Rico grunted with reluctance and sadness in his tone.

Kowalski hummed, understanding his friend's predicament, and decided not to make further comments. "Almost done," he announced and tightened the last bandage on his flipper. Rico sighed and was thankful to start moving again. Kowalski watched as Rico started to stretch, every once in a while, wincing in pain. Rico probably saved his life too. Not Skipper or Private's but his. It was about an hour or two ago actually…

**(Flashback)**

_Kowalski had completely freaked out when he had seen Madison. She nearly gave him a heart attack! He was sliding away as fast as possible from her. The strategist dared to look back, and saw Skipper and Private still there. He yelled in his mind for them to get out of there alive._

_It was then that Kowalski noticed something, but just barely. He saw something jump off the roof of the Zoovenier shop. He scoffed at the thought and continued to move but, out of the corner of his eye, he thought he saw something jumping from the trees._

_The scared stiff scientist did his best to ignore it and continued forward. He flinched and went even faster when he heard Madison's claws scraping across the ground. Kowalski went around a corner and found himself at a dead end. He cursed himself and was tempted to go back but it was too risky._

_He yelped in surprise when something landed on him. He rolled over and pinned whatever had landed on him. He was shocked when he saw it was Rico._

_"Rico?" Kowalski gaped disbelievingly. He had thought Rico was dead or had gone missing somehow by the girls. Rico looked terrible though. Blood was coming out of his left flipper and his stomach had a gash with blood beginning to pool out. It was a mystery to how he was still alive with all that blood loss but his glazed over eyes suggested he was trying to remain conscious._

_Kowalski got off the heavier penguin and helped him up._

_Rico had ragged breathing as he tried to remain standing. His blood was getting all over the ground. "Go," Rico attempted to say hoarsely and showed the scientist a grappling hook he had regurgitated._

_Kowalski shook his head and asked, "What about Skipper and Private?"_

_"Go!" Rico repeated with more force and lowered his brow intimidatingly._

_Kowalski sighed and held Rico tightly so he wouldn't slip from his grip and aimed the grappling hook. He shot it out and it hooked onto the back of the wall. They both came to the solid obstacle and landed on top of the edge. Kowalski stumbled and struggled to keep his balance but it was all in vain. He and Rico both yelped as they fell over the wall. The last thing he saw was Madison coming into the area and corner Skipper and Private._

**(End of Flashback)**

Kowalski was still confident that the two were alive, but he wasn't going to take any chances by waiting out the mess. "We have to go back to the Zoo," he stated and stood up on the large tree branch they were on. No way was he going to leave his other teammates by themselves.

Rico nodded grimly in agreement.

They had wasted enough time; they had to get back. They both jumped out of the tree and started going back to the zoo, which was only going to bring misery for everyone involved.

* * *

><p>"Private!" Skipper yelled angrily and slapped the back of the penguins head. "You just blew our cover!"<p>

"Sorry!" the young cadet yelped.

Julien rushed to them and took both penguins by their feet. He yanked them out from under the bench before they could do anything. Julien then tossed them at the wall of a nearby habitat. He grinned, showing his yellow teeth, in satisfaction when they slapped against the brick, leaving an imprint of their bodies on it from the force.

Skipper and Private fell onto their backs, seeing stars. They were quickly pinned down on the ground by someone, or something, that was not Julien.

Skipper identified who it was immediately and groaned. "Aw c'mon! I thought we ditched you!" He pointed a flipper at Madison, who had him pinned down to the ground. She almost looked like she was smirking at him, though it was hard to tell due to all those teeth. "Ugh, now I know why penguins don't have incisors."

Private flinched as Flora looked down at him with an angry gaze. He felt his heart beat quicken. "Look, um, can't we just talk this out?" He whimpered when she shook her head with a demented grin.

That's when complete chaos came.

Two black shapes tackled the two mutated birds, releasing Private and Skipper from their grip.

Skipper and Private looked up in shock and their eyes bugged out when they saw their rescuers were their missing teammates. "Kowalski, Rico?" both penguins harmonized in shock.

Rico ignored them while he landed hits on Madison as they rolled around on the ground, both making nonsense noises as they did. It wasn't the best reunion for the two but both had high aggression levels at the moment, and their eyes were sharper than ever.

"Yes, we are alive, now help me out!" Kowalski shrieked as Flora made an attempt to bite him.

Skipper didn't hesitate, and tossed Flora aside with a powerful right hook. She hissed at him once she recovered and back flipped to her feet. She quickly lunged at Skipper and they were both bowled over across the ground.

Kowalski was about to go help him but was stopped by growling. He looked up slowly and saw Marlene glowering above him. "Ooh, hi Marlene- Oh mama!" Kowalski hollered when Marlene suddenly tackled him. Her paws thrust his flippers on either side of his head. "For the love of science, make it quick!" he cried. Kowalski abruptly stiffened when he got a good look at her face. Her eyes were a pulsing red and her body was in its feral form. "Sweet Galileo!"

Marlene growled once more and tried to slash at his exposed stomach, leaving his flippers unattended.

Kowalski blocked it as best as he could, but Marlene was too strong for him. He was angered and terrified when Julien came into the fight. He tried to fight them both back but it was very difficult. He was confused about why Marlene was feral when they were in the Zoo, but the red eyes told him Sara had something to do with it.

When two shapes loomed over him; he groaned when he thought it was going to be two of the other girls, but he was surprised as he realized it was only Becky and Stacy.

"Oh my goodness!" they both exclaimed in shock.

"What the heck," Stacy began.

"Happened here?" Becky finished.

"Wha-?" Kowalski started and got punched in the face by Marlene. She grabbed him and flung him across the floor. His face painfully went across the floor and he muttered, "Dang."

In a different area; Private was a huddled ball under the park bench and was shaking violently. Marlene in her feral form, Madison, Flora and Julien were all there. He had no sight of Sara so that left… Private was pulled so suddenly from the bench that he forgot to breathe. A shocked squeak escaped his beak.

Amber had pulled him while he wasn't paying attention, a fault on his part. She made some kind of gurgled growling and attempted to bite him.

Private thought quickly and twisted in her grip. The young penguin heard a crunch as he escaped from her grip and realized that he had made her flipper rip out of its socket. He nearly threw up when he saw Amber take the appendage from where it had been dropped and put it back in its place. Private thought it would have come off for good, but he was partly glad that it hadn't.

Amber started going to him with a generally slow pace she possessed.

Private backed away slowly and had his flippers raised up defensively, for Amber was unpredictable as a zombie, not that she wasn't when she was actually alive. "I'm a friend remember?" Private asked hopefully. Only a moan in response was all he got from the zombie penguin.

He came into a light and that's when an idea struck him. He was under the light that Skipper had set up the trap. He waited in place and, despite his shaking, he wore a determined expression. This plan was going to need timing. Private continued to wait as Amber slowly approached, waiting for the right moment.

Amber suddenly lunged at him, which was what he was hoping for. The private jumped out of the way, resulting in Amber landing right on the net trap. It activated the moment she landed on it and the net came up, bringing her with it. She was trapped in a suspended net, and Private smiled successfully when she grunted in confusion.

"Oh yes!" Private jumped up in pride of his success. It was short lived when Madison suddenly tackled him. This was a continuous onslaught.

Rico poked his head out from the trashcan Madison had thrown him in before going after Private. He jumped out and sprayed garbage everywhere as he did. The psychopath knew Private was in trouble and he was determined to assist his teammate. Private shouted for help and tried to keep Madison off of him as she tried to claw at his body to rip his flesh for eats.

Skipper came over and was bleeding a bit from his flipper. "I lost Flora, I don't know where she-" Skipper stopped himself when he saw the trouble Private was in. He felt anger boil; he wasn't about to lose one of his men. "Rico, give me that weapon I told you to keep for emergencies!" Skipper ordered.

Rico hesitated before hacking up the requested item. It was a gun.

"And the silver bullet." Skipper shared a knowing stare with him. He had to kill Madison. This was getting out of hand or flipper in their case.

Rico then knew what Skipper intended to do. He shook his head and backed up. He didn't want Madison killed no matter how much of a danger she was.

"That was an order," Skipper glared at his weapons expert. Still, Rico refused. Skipper came to him and forcefully hit his stomach and a silver bullet came out of him unintentionally. Rico frowned grimly as Skipper loaded the gun. "The only way to kill a werewolf. At least from what I know," Skipper said and pointed the gun where Madison and Private were. "We will talk about your insubordination later," Skipper grumbled as he glanced at Rico before looking back at his target.

Rico's frown deepened and he sighed to himself, biting on his own flippers to restrain himself to tackle his superior. Before Skipper could shoot; Flora tackled him. The gun was knocked out of his flipper and slid across the ground. It was only a few feet away from Rico.

"Rico!" Skipper shouted as he blocked a hit from Flora. The two continued to scuffle on the ground. "Do it Rico!"

"What?" Rico yelped and looked at the gun with a horrified expression. He couldn't, not to Madison.

"Rico," Skipper growled and punched Flora in the face. "That's an order. Do it for the sake of our zoo!"

Rico gulped and took the gun that held a single silver bullet. He looked around, but he couldn't find Madison or Private anywhere anymore. He sighed in relief when he saw Private alone, but still shaking, under a bench. He was about to turn around and help Skipper when his breath hitched. Madison was running straight to Kowalski and the two badgers, who were trying to defend themselves from a feral Marlene and werewolf Julien.

"Rico, do it now!" Skipper ordered and continued to fend Flora off.

Rico swallowed and looked at the gun. If he didn't; Kowalski, Stacy and Becky would die for sure, but if he did; Madison would die and it would be his fault. Her and his other friend's lives were in his flippers. Literally. The gun, the thing that has cursed him to go through such deep thinking.

The weapons expert looked at the scene intently. Amber was hung up in a trap; Skipper was fighting Flora; Kowalski and the badgers were trying to fend off feral Marlene and Julien, and Madison was running straight at them with purpose. He knew what he had to do.

_'I'm going to regret this,'_ Rico thought to himself bitterly. He aimed, closed his eyes, and pulled the trigger. A gunshot rang out in the zoo, making everything go quiet...

* * *

><p><strong>I thought a werewolf would suit Julien, so there you go. Don't have much to say on that subject. Now what do you think Sara wants? I will tell you one thing: don't bargain with the dead or the undead for that matter.<strong>

**Hey; I like Madison and all but this is fun to do, killing off characters and stuff. You should try it. You might hate me for what I'm doing then you might not. I honestly don't care at the moment since I'm so bored right now. Look out for the next chapter!**


	10. Inevitable Death

Madison let out a yelp and rolled over to her side, giving Private the opportunity to run away. Her breathing quickly became labored, the bullet in her right flank welling up with sickly dark green blood. Julien stopped his fighting and ran to Madison, sniffing her injured side. Fear lit up in his eyes when he noticed the wound, glancing at Rico with terror, and ran away. The werepenguin was left there...to die.

Rico felt tears well up in his eyes. In pure disgust in himself, he threw the gun aside. He brought his flippers to his face, cupping it, and groaned to himself. '_Why me? Of everyone, why me?'_

Flora, having seen what happened, gasped. She used the claws on her webbed feet to get away from Skipper and tried to flap away with her bat like wings. Her effort looked struggled, and she noticed immediately that part of her left wing was torn. She hissed in frustration and toppled to the ground. Quickly, she started to limp away, escaping the bloody scene.

Amber had been chewing on the ropes and fell through the hole she had created. Following Flora's example, she limped off.

Feral Marlene suddenly collapsed to the ground, a familiar gray shape escaping her body. Kowalski and the badgers looked in shock, and horror, at Sara. She looked very distressed and angered. The ghost penguin formed feet, since she had not had them before, and slowly came to the ground. She stepped over to the werepenguin with everyone stopping what they had been doing to watch.

She loomed over Madison, looking at her in the eye. The werepenguin looked back tiredly, blood trickling from her mouth. Strange as it was, Sara started to shake with sobs. Instead of being clear, like they should have been, they were a light green. They fell onto Madison's head, making her whine weakly at the sharp pain. They evaporated once they touched her feathers, or was it fur, and left a steam of green climb up into the sky.

Sara drew back, thinking she had hurt her, and apologized quietly. A wave of fury erupted inside of her all a sudden. Throwing her head up, she wailed, "Why?" It was loud enough that the whole Zoo could hear. It ended with a blood curdling shriek, one of despair and fury.

Rico felt overwhelmed with guilt and started to sob as well. His body convulsed and he fell to the ground in his pool of despair. Rico loved Madison so much. No, he still did, with all of his heart. She was one he could share laughs with, encouraged him to blow everything sky high, one that would never be disturbed by what he did or looked like. And she had loved him _back_.

Having someone you love die was more heart wrenching then he could have imagined. Now, having been the one responsible for her death was even worse. He would have to carry that for as long as he lived, if he made it through this situation.

Skipper, as well, felt guilty. He had forced Rico to do this, and now he felt just as responsible. He waddled up to Rico, patting his back for comfort. Surprisingly, he was pushed away, and the psychopath tried to get to Madison before she died. But once he got close enough, Sara started to get hostile.

"Get away!" the ghost penguin screeched, light green tears splattering on the pavement. "You killed her! How could you? You killed her and after I saved your stupid life! I will never forgive you!" Her feet evaporated and she was hovering over the ground again. The ghost penguin's eyes were narrowed dangerously with tears coming down in the bucket loads. Her flippers, existent or not, clenched and unclenched again. "Go away! You're making it worse!"

These words she spoke hit Rico hard but he pressed on, ignoring her for now. He fell to Madison's side, her green blood soaking his feathers. The werepenguin's eyes slowly moved to meet his own. They narrowed, ever so slightly, at the sight of him. Her new icy blue eyes had dulled drastically, already making her look dead.

"I'm sorry," Rico murmured, choking on his sobs. He wrapped his flippers around her, still keeping eye contact. Her eyes...they looked confused but all aggression was gone. He moved one of her three feathery bangs from her face, another thing she retained from her transformation. "I love you," he sobbed. Never had he felt so emotional but when he loved something, he just couldn't let it go easy.

"Get away from her," Sara cried, her anger lowering dramatically. "Leave her alone..." She slowly became transparent and vanished from everyone's sight.

Madison let out a low whine, watching Rico till her last breath, before her eyes rolled back in her head, and her breathing came to a complete and permanent stop.

Rico swallowed thickly and tried to suppress his cries but that was all in vain. He had a total break down and hugged Madison's body, which was quickly becoming cold. His tears soaked her feathers, or fur, which only helped it become more matted then it had been before. Even through the transformation, Rico could smell fish, chlorine and that familiar smell of Antarctica. He was going to miss that smell so much.

Private was crying silently, his body shaking. He also felt that it was his fault. If he had gotten away from her then there would have never been the option of bringing a gun out into the fight. Truth be told, just about everyone on the scene thought it was their fault. Though for different reasons their minds came up with.

Since they all were too distracted by the loss, nobody, not even Rico, noticed the green blood that had pooled out of Madison soak up into the maniac. It was like he was a rag, soaking up the green mess. Hauntingly, his veins were lighting up green, though it was hard to notice through his feathers.

"Let's go," Skipper said, placing a flipper on Rico's back after approaching the mess.

Reluctantly, Rico stood up, wiping away some tears

Kowalski came over and picked up Madison's lifeless form for experimentation. He didn't want to but it was necessary. He heard a choking sound from behind him but he tried to ignore it, knowing it was all Rico. The strategist didn't blame him. He wouldn't want Flora to be experimented on either. From the corner of his eye, he saw Skipper pick up Marlene's body. She was a concern now as well. She wasn't waking up.

Together, they all went back to their habitat, cautious of the monstrous animals that were no doubt watching them. Jumping into their hidden HQ, they separated. The badgers solemnly offered their condolence's, rarely showing such a serious level and despair, and left. The penguins commenced to put the HQ on lock-down after the badger sisters disappeared. Skipper put Marlene's body in a bunk like he had done for Maurice and nodded to Kowalski's lab.

In the lab, there was flashing lights emitting from the partly opened door. Rico was in his bunk, left alone, with Marlene in the lowest bunk and Maurice above her. The three other flightless birds were in the lab, conducting tests on Madison's body. However, their interest surrounded the green glop that dripped from her.

Kowalski was currently taking a sample of this green substance. "Interesting," he mumbled while looking at it under a microscope. If it weren't for its color then it would have looked like bubbling hot tar. It did bear a striking resemblance. "This isn't even blood," he concluded aloud, shocked, and pulled away from the microscope. "In fact, with what it's made of, Madison shouldn't have even been alive with this in her blood stream."

Skipper was a bit shaken to say the least. "So what does this mean?" He patted a quivering Private on the back for comfort. The private was looking at Madison's dead body that was laid out on a table with rays and various tools hanging above her with an air of weariness. The picture of it was like a mad scientist scene in one of those horror movies he has seen.

"To put it simply, we are working with something that breaks the laws of science."

"Then make some new laws!" Skipper hollered, letting his frustration out onto his second in command. He sighed at the look Kowalski gave him. "Give me an analysis on their odd behavior," the flat headed leader ordered. "They are as bipolar as you can get."

Kowalski looked on solemnly. "I think they remember," he admitted. "I think they might remember us and, well, everything." This conflicted with his earlier belief that none of the girls had any memory of their past lives, living alone with a blank canvas in their heads with instinct being their only guide. The strategist couldn't decide if this was a good or a bad thing.

Skipper looked at the taller bird quizzically. "Explain."

"It seems that the girls might actually be aware of their memories," Kowalski said. Still, it didn't fit right. He re-thought this and contemplated it quickly, coming up with a different explanation. "That or they are subconsciously emotionally attached to each other, explaining Sara's surprising behavior towards Madison's death."

"So she might remember us?" Private piped up, the first words he spoke since the ordeal. His tone sounded hopeful, a naive idea probably planted in his head.

Kowalski confirmed halfheartedly, "There is a possibility. But we should refrain from trying to communicate." He saw Private withdraw again, like his dreams just shattered in front of him. "But I think I can make a cure from Madison's...blood. Thus fixing up everyone affected by this."

"The only downside is Madison won't be alive to see it," Skipper put out.

All three sadly acknowledged this. A price to pay to save the zoo and New York from mutated animals. If the situation wasn't fixed soon then this would spread like disease, the bubonic plague, Kowalski compared. And if they couldn't stop it, then who could?

Back in the main part of the hidden head-quarters, Rico was having a physical conflict along with an emotional one as well. Cringing, he clasped his flipper over where Madison had dug her claws into his abdomen. There was a searing pain coming from that area and it was more painful than ever. Sure, there had been brief spasms of agony but this was _much_ worse. Though he tried to ignore it, the pain was inevitable now, begging desperately for his attention with each agonizing spasm.

He scratched at the binding blindly, a weak attempt to get rid of it. Groaning, he finally ripped off the binding and looked at the wound, breathing heavily. Rico inhaled sharply at what he saw. The claw marks were pulsing a dull green through the dried up blood. Another wave of pain made the psychopath clutch his stomach helplessly.

"Hurts, doesn't it?" a voice spoke.

Rico's head whipped up and he was suddenly staring into beady red eyes. He swallowed thickly. It was Sara. Again. Jeez, was she going to keep doing that?

She was glaring at him intensely. "You deserve it," Sara spat. Her glare turned into something more pitiful and she started to cry again. "Madison died. I didn't want her to die," she sobbed.

Rico was filled with guilt all over again but gasped when another spasm of pain exploded around his stomach.

Sara hardened again and glared with blinding fury. "I'm here for that price," she stated, floating upside down as she casually got into a laying position, successfully keeping eye contact. "You owe me," the ghost hissed. "More than before."

The psychotic shifted in discomfort. '_Oops,'_ he thought_. 'Forgot._' "What do you want?" he wheezed. _'Probably going to take my soul,_' he assumed frightfully.

"You owe me a life," Sara told him blankly. "I didn't like Marlene's body. You'll do though."

Rico closed his eyes tightly, cringing. '_Knew it.'_ It would have been easy to inflict a physical fight against her but even Rico knew it wasn't going to help. Considering Sara was a ghost, it wouldn't even affect her if he did. It would only get her angrier. He expected to feel her taking control by now but she wasn't. He opened his eye a crack.

Sara was watching him intently then she grinned. "Oh..." she drawled out, snickering. Rico didn't like it. "I almost forgot. You've been bit and scratched by Madison. You're going to be a werewolf soon." Shock was evident on Rico's expression. "I think I'll speed up the process for you."

He didn't even have time to react before Sara took control of his body. He tried to fight back in his mind but she easily brought down his walls. His vision was enveloped in darkness with only a tiny speck of light before Rico became stuck in an endless dark void.

His eyes turned red and a sadistic grin spread across his face, owned by Sara. A shot of agony raced up the spine of Rico's body. "Ow," Sara winced, making the sight a bit ridicules if it weren't for the red eyes. You could only imagine the slightly pitched feminine voice that was coming from Rico's beak looked like. "That does hurt." The possessed body jumped out of the bunk and stumbled to the ladder, climbing it clumsily. "Stupid adjustments..."

The fishbowl had only just closed back up when the three other males came into the room.

"I swore I heard something," Skipper grumbled. "Rico, did you-" he stopped, noting the psychopath was nowhere in sight. "Where'd he go?"

Kowalski was on the verge of panicking. "Something most of happened. Rico wouldn't just leave!"

Private's eyes widened. "Do you think it was Sara?"

"Calm down," Skipper instructed. "We're just going to look out for a peek. We can't endanger all of us." He was actually very worried for Rico. But charging out blindly would not only leave their base undefended but would expose them, making them easy targets. The monsters were afraid of Rico because of the gun incident but Skipper and his team was easy pickings in their eyes.

They flinched when they heard a loud howl above them. All of them felt the same dread. "Oh no..." In an instant, they were up the ladder and pushing aside the fishbowl. Their eyes widened with shock. Rico was standing in front, a werewolf. They had not seen that coming.

Kowalski, however, was frustrated with himself. "How could I have been so stupid?" he exclaimed. "You become a werewolf when bit or scratched by one, why did I forget this?" Skipper slapped the back of his head to stop his possible rant. "Thanks..."

Rico turned to them and showed his rows of teeth. It was disgusting and unfitting in simple terms. "A werepenguin body...This'll be fun!" he growled. Rico's voice was strangely feminine. Only Private was able to identify who it was.

"Sara!" he exclaimed.

"Bingo." Rico, Sara I mean, started to glower. "Why are you so against me?" she asked suddenly. The possessor didn't even give them time to answer. "Why do you have to torture Madison, even in death?" She growled, exposing those sharp teeth again. "I'm going to make you pay. You _ALL_ will pay for what you've done!" It was obvious that Sara was a bit bipolar.

Skipper met her glare. "What we've done? Have you seen what you and your friends have done?"

Kowalski and Private were shaking their heads, silently telling him to shut up.

Sara leaned in and blew a puff of air into their faces. They blinked and gagged at the smell. "I'll make everyone turn on you," she murmured from Rico's body. Then she vaulted over the fence and raced away in the direction of the gorilla habitat.

Skipper, Private and Kowalski looked on in pure shock and horror.

"We are _so_ dead."

* * *

><p><strong>Oh wow. WAY past Halloween. I don't know if anyone cares about this anymore but I'm gunna try and finish this before Of Lies and Deceptions. I did a bad job, I know. It was a day's work, kinda rushed. And cheesy. I don't know where I'm going with this so I'm just winging it. Ahaha, sorry for the late update. Please review.<strong>


	11. A New Mystery

"Ok... its official. Sara is the biggest threat we face," Skipper affirmed in a stern tone, his brow narrowed in a way that creased his small forehead with lines from excessive frowning and glaring. "She can control anyone but, thankfully, only one at a time." He began pacing in front of his two remaining men, failing to keep a cool head as he practically talked to himself. "This is not how I wanted the zombie apocalypse to go down…"

Kowalski, on the other flipper, was rather calm, especially compared to Private and Skipper. He spoke in an official tone, one that was serious but cautious. "With a firm grip on Rico's mind, she will have access to his strength, his gut contents and whatever other abilities he possesses. _This_ is bad."

Private let out a shaky sigh as the pressures of the fiasco pressed against him yet again. "You can make an antidote, right Kowalski?" The terrified cadet suddenly inhaled sharply and added with anxiety, "What if the humans are attacked?"

"Precisely, Private," Kowalski said with a curt nod. "That is why I should start working on it before the Zoo opens up to the public."

The commanding officer suddenly paused in his pacing but didn't bother looking up from the floor. "What's the time?" Skipper inquired, stiffening, the feathers at the back of his neck rising.

Kowalski reported, "0500 hours." His brow furrowed as he questioned, "Why?"

The flat headed penguin visibly relaxed. "Then they will be in hiding soon."

"What makes you think that?"

Skipper eyed him as he stepped carefully in front of the scientist. "Since when do monsters attack in the day?" he asked rhetorically in his usual suave tone. "Out of all the horror movies I've seen, they have always attacked at night."

Even Private was aware of this fact and made it quite clear. "That's true...Flora can't go out into the light, even if she wanted to."

"Maybe Sara's influence will waver in the morning as well," Kowalski added, pretending to ignore Private's comment. He didn't want to think about what would happen to Flora, like if she was to suddenly disintegrate into ashes at the smallest speck of sunlight. She was the last one Kowalski wanted to see dead, not that he wanted anyone to be deceased. Madison had already passed on but hopefully that would be the only death in this crisis. True, Julien has presumably died but he had indeed came back...as a werelemur. It seemed unlikely it'd happen to her too.

Skipper stalked away and grabbed the T.V remote, flicking it on as the early morning five o'clock news began. "Might as well see if they got out of the Zoo or not," he explained at the questioning stares Kowalski and Private gave him.

Chuck Charles was on the static screen, not having that good of a connection, with a popup view in the corner showing part of downtown New York. From there was a panic filled chaos. There were fires, upturned cars, fallen light poles and broken fire hydrants. All of the classic havoc responses that was complete with screaming citizens as they ran up and down the streets and sidewalks in a fearful frenzy.

"Hey, look, pretty pictures."

_"This is Chuck Charles, downtown live at the scene. It appears that some new hybrid species of wolf is terrorizing all of Manhattan. This is unlike anything we've ever seen before, even worse than the missing and elusive Littlefoot."_

Skipper and Private glared at Kowalski for a moment, who shrugged nervously, and said sheepishly, "It passed," before they looked back at the television screen.

_"-authorities are attempting to contain this creature as soon as possible. Everyone is ordered to stay inside till this hybrid wolf is safely restrained. Here's a picture of this terrifying beast..."_

The screenshot was blurry, one that showed the creature slobbering as it glared into the distance at the camera, but the guys knew who it was without needing closer inspection. The resemblance was uncanny; it was, unquestionably, Rico.

Skipper held a blank expression but sighed, closing his eyes as he took a much needed breath. "Well, that was quick."

"She gets around fast doesn't she?" Private mumbled.

"Ok, ok, this isn't a problem. We can fix this. Err, Kowalski, options."

Kowalski, however, wasn't paying attention and was staring with disturbing focus at the television screen, tuning out Chuck Charles. In the corner of the popup, where it showed the city, barely noticeable, was a silhouette resting on one of the only light poles that hadn't fallen over. He recognized the shape. It was Flora with her new bat wings folded in front of her, concealing her perfectly if it weren't for the partially dead daisy flower on her head. He had a deep frown set on his beak, as he longed deeply for his girlfriend. At the moment, he felt like he would do anything to be with her again.

A sudden slap knocked him out of his daze.

"Kowalski, snap out of it!" Skipper hollered.

"Right, sorry..." he mumbled, rubbing his sore cheek.

Skipper sighed and shook his head in disproval and impatience. "Just give me some options."

"Yes, yes, of course..." Kowalski said quickly but ended up trailing off. "On...what sir?"

"To fix this entire operation! Pay attention man!"

Kowalski rubbed the back of his head thoughtfully, avoiding eye contact by staring at the ceiling. "I suppose we need to move all the animals into a safer location first. That's all we can really do till I get a cure for this strange phenomenon. I advise caution; they are as unpredictable as Julien, maybe even more."

"Great," the commanding officer drawled out sarcastically as he turned off the television with the remote. "And he's one of them too...hey, bright side! No more late night parities!" He got glares in return. "Hey, I was just kidding! ... Maybe. Ok men...minus one...we are going to actively chase down Rico and our 'lady friends' and bring them back to the HQ, secure them and find a cure. Then bam, problemo solved!" He sounded confident but, inside, he was quite the opposite.

"You make it sound so simple," Private said with a timid half-smile, though it looked a bit forced.

"It's supposed to be simple, young Private," Skipper admitted with a shrug of his shoulders. "Blunt and brute force is the way to go in my book!"

Kowalski eyed his leader warily, a raised eye ridge in a questioning and skeptical manner. Obviously, he didn't completely approve of his methods. "What about logic, rational prediction and complicated attack and defense plans that will befuddle your enemies beyond reason? The elaborate traps and plans are always the brilliant method of winning in warfare, obviously."

"Well, I say, use a fist," Skipper insisted, "You don't need logic with those babies."

"Of course you don't," the strategist mumbled sarcastically, refusing to give eye contact with that remark. He resisted the urge to roll his eyes but forced himself to keep his gaze trained respectively to his commanding officer. "Skipper, with all due respect, I doubt that a fist is really the answer to this problem."

Skipper didn't appear at all offended. He smirked confidently, that usual air of arrogance and musk of danger and action circling around him in an intoxicating cloud. "Quite the contrary, Mr. Kowalski. Can that noggin of yours attack and subdue your enemies?" He didn't give his second in command a chance to answer. "Nope, didn't think so."

This irritated the scientist but he made no comment.

Skipper started to pace somewhat calmly in front of his men, prompting them to line up and straighten their spines, snapping off a salute. "Men, I'm not going to lie...this may be our toughest mission yet. There will be obstacles...and we might not make it out alive." The statement unnerved his remaining teammates, evident by their uncomfortable shifts of their muscles. "But I refuse to go down without a fight!" Skipper hollered, taking an abrupt halt in front of his men, outrage lining his actions. "As if I'm being taken down by some freakish mutants!"

Private's brow furrowed and he wrung his flippers tightly together. "Skippah, those 'freakish mutants' are our friends…"

The commanding officer sighed and gripped Private's shoulder, staring intensely into Private's eyes. "Private, they're not our friends anymore."

"…What do you mean?" the young penguin inquired hesitantly, though he had a good idea on the answer. He was going to learn that some questions didn't have good answers.

"Do you really believe that any cure Kowalski will make will fix this entire mess?"

Kowalski scowled at his leader, having been at a low tolerant rate already with him and everything in general. "Are you _doubting_ my ability to find a cure?"

"A cure just won't fix this like magic. It's nothing personal," Skipper said, returning the scowl. He didn't get to form another sentence before Kowalski started talking, a tone that sounded offended and angered.

"Well, I do happen to believe it is personal," Kowalski said aloud, a tone in his voice that provoked Skipper's anger the slightest bit. It sounded…obnoxious. "I got a thought I wish to share and it's that 'I can invent anything.' Simple as that! It'll fix everything!"

Skipper crossed his flippers over his chest, giving Kowalski the speak-and-I'll-kill-you look. "Egotistical much, huh, egghead?" The insult hardly affected Kowalski and he simply crossed his flippers over his chest critically as well. "None of your wacky doodle mad science is going to fix this problem. Only a fist, some kicks and a _whole_ lot of duck-tape."

"You don't think I can make anything successful do you?" He waved a flipper in front of his commanding officer's face when he tried to make an objection or remark. This only further angered Skipper and he clenched his flippers into ball shaped fists. "Actually, I correct myself. You don't think I can invent anything that won't eventually backfire or destroy the eastern seaboard and beyond."

"You can't even make a toaster," Skipper quipped and leaned in threateningly towards Kowalski, jabbing his chest with his flipper. "What kind of an inventor are you?"

Kowalski glared fiercely at his superior, fully aware of the building tension between the two of them. "So you _do_ doubt my abilities," he snapped. "Well, I got news for you Skipper; I'm the only hope for them to revert back to their normal state, so I'd appreciate some confidence _and_ respect."

"_You're_ the only hope?" Skipper growled, saying it with such a distain that it only further provoked the scientist.

"Yes, I am! Face it; you wouldn't even have a _chance_ without my superior intellect!" he retorted with a smirk. "Could you come up with a cure, I don't think so baby!" Kowalski smirked with arrogance, too smug and mockingly for Skipper's temper.

Private, who had been watching on silently, was backing away into the shadows of the arguing silhouettes of his two friends, unsure of what to do. His confidence and elated attitude has drastically decreased in the last couple of hours, leaving him a fearful ball of feathers. What he was witnessing were his two best friends, his role models, arguing with each other, years of tension building up to only the first stage of their anger. Why now of all times? Why at all?

The flat headed bird had one of the most intimidating glares Private had ever seen but Kowalski didn't seem one bit fazed by the look. "You know what? I bet my left flipper that this whole thing is your fault!"

"_My_ fault?" Kowalski scoffed bitterly. "How could this possibly be my fault?" he shouted.

Skipper shoved his face near Kowalski's, giving him a penetrating glare as he hissed, "Nearly everything that goes wrong is your fault and, when it's not, it's usually Ringtail but I can't hold him accountable because of this wacked out conspiracy that you're involved in and responsible for!"

"We're all involved," Kowalski said lowly, giving off a dark look.

"And that's because it's your fault!"

"It is not! Have faith in what I-"

"In what?" Skipper cut off with a look that made Kowalski go silent. "What should I have faith in? Have faith in the soldier that has long passed the insubordination line! Have faith in my soldier that constantly blows up our HQ and threatens the exposure of our operations?" The angered penguin glared at Kowalski, who made the mistake of provoking Skipper beyond his tolerant limit. "I'm beginning to think I should suspend you from the lab forever!"

Kowalski gasped before glaring back. "How could you think such a thing? My lab is my baby!"

"Well put that baby up for adoption cause you might as well consider it gone!" Skipper growled.

"Skippah!" Private suddenly interjected, with such a high distress in his British accent that it made his superiors go silent, and he looked angered as he scowled. "Our friends, who need that cure, are out there and need our help! Will you two just stop arguing and get to helping them? I can't imagine them wanting this!"

The sudden outburst from the cadet dimmed Skipper's anger the slightest bit and he relaxed. His senses came back; at least enough to see that this cure was necessary and only Kowalski could concoct such a thing. He sighed and brought his eyes back to his subordinate, who didn't seem as calm as Skipper was. "Alright Kowalski, I'm giving you access to your lab to finish that mad science of yours that'll fix this mishap, comprende?"

Kowalski's non-existent brow narrowed. "So you're saying that after this I'm banned from my lab?" He received no response besides the look Skipper gave him. He turned his head to the side and glared at the floor, refusing to argue again in front of Private's eyes. He was still angry, yes, but he had enough sense to keep his beak shut this time. "I'll take that as a yes then."

Private hesitated and then piped out, "I think we should check on Becky and Stacy…maybe the other animals too." He hated this, how it was suddenly so awkward and how you could still feel the tension radiating off his two superiors with enough thickness that someone could cut it with a plastic knife. What those two needed was some fresh air to cool down. "What do you think, Skippah? ... K'walski?"

"Fine," Kowalski mumbled as if giving in to the request was one of the most bothersome things he had to do.

"Uh, good thinking Private," Skipper praised awkwardly, as if embarrassed that he had forgotten all about the other animals, and smiled slightly as he petted the young cadet's head. "I have taught you well." The remark boosted Private's confidence and he stood up straight, smiling in pride. It was nothing to be proud of but he was always thrilled when he received genuine praise from his leader. "We're placing this HQ on lockdown. Kowalski, you stay here and do…whatever you nerdlets do while Private and I round up the animals to a safer location. Got it men?"

"Yes sir," Kowalski and Private said simultaneously and saluted, though Kowalski didn't seem to be into it. He did, however, looked relieved that he would have some alone time in his prized lab.

Skipper pushed Private towards the ladder, giving him a brief order to go up. He then turned towards Kowalski, giving him a stern expression as he said, "Remember to put the HQ on lock down. And try not to blow anything up." He went up the ladder before Kowalski even had a chance to make a comment, much less process the full extent of his silent words said through his eyes. This was not the end of their argument; the look just said it all.

The fishbowl slid back over the hole, which Kowalski took as his cue as to lock down the HQ. Throughout his next actions, in an obnoxious tone, he mocked Skipper by imitating him.

"_Remember to lock down the HQ Kowalski. Oh Kowalski, don't blow anything up! Don't forget to empty the toxic waste bin Kowalski, or we'll blow up and you know what happened to Manfredi and Johnson! Kowalski, quite trying to dissect Rico! What are you doing Kowalski, peanut butter doesn't go on whole wheat, it's unnatural! Kowalski, stop testing on Private, I think you broke him!_ Yeah, I'd like to break something…hint, it's Skipper!"

Kowalski trailed off, finding nothing useful or productive from his rant, and decided to actually lock the HQ. He did so by rapidly pressing the buttons on the security panel without falter, successfully covering the portholes and locking the First Prize entrance and fishbowl. He then proceeded to his lab and, once he opened the door, was greeted with the foul smell of death.

Kowalski instantly gagged when the smell wafted close enough for his brain to process the rank odor. "Oh sweet mercy!" he shouted in pure disgust. "That is diabolical!" He ran out of there as fast as penguinly possible, returning seconds later with an air freshener. He literally sprayed it everywhere and inhaled deeply, only to dry heave yet again. "Ok, that just made it worse! Curse you Febreeze!" He tossed the can away, not caring where it landed. "That is false advertisement!"

He composed himself with a cough, as if someone was watching him, and tried not to inhale that much of the pungent air as he approached Madison's corpse. As he walked over, he placed a gas mask on, which he was thankful for having. Kowalski stopped right before the table her body was laid at and pushed the various machines away. He timidly placed a flipper on her stomach, unable to get right to the task at hand. He was glad Private wasn't here to see him do this. He slipped his flipper to where the bullet-hole was, which was bigger than expected, and slowly started to part it open. He reached his other flipper to where a scalpel was and managed to grab it. Kowalski grimaced when he pressed it against what, upon closer inspection, was fur, and made an incision from the point of the bullet-hole and down, stopping to the lowest part of her abdomen.

Kowalski tried desperately not to lose his lunch as he parted the body open even further. The skin was hanging at the sides by the time he had done all the necessary incisions and pulls, which felt like he was trying to tear leather. He was now staring at her inner organs. Kowalski was speechless.

Her heart was STILL beating.

Her lungs were still expanding and deflating.

Her green blood was still flowing.

Her body was still ALIVE.

"Good golly," he whispered, staring at the still functioning body with awe next to morbid repulsion. But if it was still functioning then why was she supposedly dead? Kowalski was curious. He had only intended to inspect her body parts to see what this green slop had done to affect it but now…he had a new mystery.

As much as he hated to violate this scientific mystery, he had to know what was making her like this. He looked for where the bullet had penetrated but couldn't find the missing piece of silver. Surely it was still lodged in her skin, right?

"I've got a lot of work to do," Kowalski mumbled and loomed over the dead body, inspecting it to the best of his abilities once he got penguin fitted gloves on. He shifted through the organs, staining his recently sanitized and covered flippers green, and grimaced when he had to turn and remove some of the organs and parts to try and locate where the bullet was.

Kowalski suddenly shivered, feeling a strange cold chill in the room, which was odd. At first, he thought nothing of it, but then he wondered; why was there a draft? Hadn't he locked the HQ and, even so, how would a breeze reach his lab, much less the HQ itself? This thought processed right when he sensed another presence. He froze and stiffened when he felt a warm breath blow against the back of his neck.

"Kowalski..."

* * *

><p><strong>I deeply apologize for my lack of updating. My excuse? School. That and I can be lazy. Ugh, I'm sick as I'm posting...I hope it looks alright. I'm use to having my pal beta read it for improvement but I got impatient so...here. (I've had this done for a while too -_-) Please review, encourage me to update again! XP<strong>


	12. Then There Was Two

Kowalski whirled around, chest thumping from his frantically beating heart, as terror overwhelmed his tall frame. A lump formed in his throat when he realized who had uttered his name. Flora was in front of him, smiling as she casually waved to him. The strategist gasped and his knees buckled, and he fell to the floor in shock. He stared up in fright as she smirked down upon him. Strangely, as he looked into her pale blue eyes, he relaxed a bit into the silent whims that promised that nothing bad would happen. His uneven breathing began to slow as she just stood there, staring at him with those gaunt icy blue eyes. Kowalski found him fervently craving the chocolate brown they use to be.

"Hello…" she drawled out calmly. These were the first words she had spoken since the transformation, and it caught him off guard. Her tone sounded sweet and alluring, but her snake like tongue gave it a sharp cutting edge; it made Kowalski shudder.

"Y-you c-c-can _t-talk_?" he squeaked nervously, unable to spare the shock from his voice.

Flora chuckled lowly, almost mockingly, and took a step closer. "Of course I can, sweetie."

"B-but-"

"Just because I am a _little_ different doesn't mean that I cannot speak..."

Kowalski sputtered nervously, "B-but you didn't talk to us at all before, w-why now?"

Flora abruptly frowned, and her gaze dropped to the floor, discreetly narrowing. She refused to meet his suddenly curious bright blue eyes, like it would reveal the essence of all secrecy. "It is complicated...very primal urges have overwhelmed me from time to time again, but I have gained some control over it." She attempted a smile but it came out more sinister than anything. "But right now I only want to talk to you."

'_Me only,'_ he mused as Flora nonchalantly slipped his stained gloves off, tossing them away without a care. He flinched when she reached out for him, faltering at his reaction, but she continued despite it and pulled him up to his feet. He fretfully glanced aside and tried to move away with the anxiety of a rabbit trapped by a fox. She gripped the side of his wing firmly and forced him to stay where he stood. Kowalski finally sucked up his fear and faced her haunting eyes. She simpered artificially…though it still looked spine-chilling. He liked how she looked before….but that didn't mean he disapproved of how she looked now. The egghead bird caught himself staring and swallowed thickly, barely managing to get it down his constricting throat.

"I missed you," he suddenly sputtered in one breathless sigh.

The vampenguin only spared him a mischievous grin, further revealing her recently grown upper fangs-wickedly long and slightly concave. Her words drawled slowly from the same beak, a fuller, sultrier quality to it. "I missed you too," she mused, circling Kowalski appraisingly; it was all he could do from uttering a single word, knowing he'd have no idea what to say; running wasn't an option either.

She stopped abruptly, evidently having her full examination of him. Then, to Kowalski's ultimate surprise, she draped her wings around him in a tight embrace, both exhilarating and suffocating at the same time. He dimly noted that they were a midnight navy color.

"Do you…wish to catch up…?" She breathed in the crook of his neck, letting the hot trail of breath roll down, leaving the denotation of her question up to him to decide.

Assuming the more ardent of possible meanings, Kowalski flushed accordingly. The fact that Flora was so easily able to make him forget all that's happened-hell, to forget the looming undeniable fact that she was an unpredictable abomination of breast and fowl-was terrifying to a logic grounded scientist; but also inexplicably attractive.

A living, breathing, unpredictable variable in a world of laws and physics…It rendered his prized thinking process to a few scattered, garbled words. Worst of all, he didn't even care. "Uh…well, I, uh…"

By now, Flora had rounded him again; letting her wing trail around his collarbone. She stopped and stared into his eyes, making her own icy blue all the more unnerving. "I will take that as a yes," she purred and pressed her beak firmly against his.

Despite the blankness of the scientist's mind, he was able to process the kiss she was trying to give him. Instinctively, he maneuvered his head away with a noise of disgust and backed away, heart beating frantically in fear. He wrung his flippers together and brought them to his chest as his eyes grew the size of dinner plates. There was a hint of regret, for this was the first time he had ever rejected her, and it wasn't a pleasant feeling for either party.

Flora frowned, hurt evident in her eyes, and took a step back, folding her bat wings to her side. "What is wrong? Do you not still like me?"

"Of course I do!" Kowalski responded instantaneously. He forced himself to ease his nerves with a sigh and reached out, grasping her wing in his flipper. "It's just that I miss the _old_ you." He swallowed, silently scolding himself for being so trusting after all she did and didn't do but…this was Flora! He _should_ trust her; this was his girlfriend, the penguin he loved with all of his heart!

"But I _like_ the new me," she insisted with a faint scowl, surprising him even further of her boldness.

"Y-you do?" he stuttered and blinked as he unintentionally took a step away.

Flora, however, took a few brave steps closer. "Yes, I do." She gave him a challenging gaze, eyes flashing green for a second as she glowered. "Is that a problem to you?" she growled fiercely. "Does this affect how you feel about me?" she snapped, her tone growing increasingly threatening and accusing. He began to think he was the enemy.

Kowalski let his beak fly. "Of course not!" he retorted, offended at the accusation, even if it might've been true. "You're just…different," he spouted as he made an exaggerated gesticulation to her. "Personality and physically wise, I mean," he added hastily, swallowing as he realized the change wasn't as repulsive as he expected. It was more…attractive and fascinating, maybe even a bit enthralling to his penguin nature.

She glared and crossed her large wing-spanned and damaged wings over her chest, cloaking her torso and down. "I fail to see why this should affect our relationship," she hissed cuttingly, causing the taller bird to flinch. Her eyes flared with resentment. "Why can you not just like me like this? I am not any different than before!"

"Yes you are!" Kowalski shouted vehemently, surprising the both of them by his indignation. His voice was suddenly calm and soothing as he cupped her face with his flippers, gazing intensely into her eyes. He took a shaky breath to stable himself so that he could express his rarely worded emotions. "Flora…you tried to hurt us…me." She blinked at him, her irises twitching as she watched his facial features move. "You're not the same, and we both know that. Whatever made you do what you did, it has made it clear that you are no longer you." He felt so cliché but seeing as it had worked to calm the beast inside Flora made him give little thought.

Her body relaxed and her eyes softened from earlier rage. Tranquility settled in for a moment before she gave an all too familiar sly smile. "Oh Kowalski, is that what you are upset about hon?" she laughed quietly, an eerie tone suddenly coming through as she paced around him, scrutinizing him to where he found himself unable to move under the critical, raking stare.

Suddenly, Kowalski got a chill. Something wasn't right; he felt it in his gut. He rarely relied on his gut, what if it was wrong? But as she started to circle him, he had some doubts. He voiced them aloud as he slowly, suspiciously asked, "Why are you _really_ here?" His azure orbs watched her warily; an eye ridge was raised skeptically, as she continued to circle him like a predator to prey.

Flora smiled, but it was none like before. He couldn't place his flipper on it. "I came to explain a few things."

"What…kind of things?" the strategist asked cautiously and tried to back out of the circle she was creating, but it was futile attempts on his part.

But all she did was grin.

Meanwhile, outside the penguin habitat and halfway down the zoo was the two other troubled commando penguins. Skipper, by now, had calmed himself and was taking deep breaths with Private by a bench they had stopped at. He had ranted on and on to the young cadet about Kowalski's poor excuse of behavior, but he was forced to stop from the lack of inhaling much needed oxygen.

When they had first exited their habitat, the night had seen even more foreboding than before. Dark gloomy clouds passed through the sky with startling speed, green light from the moon flickering through the cracks and openings. Mist hovered across the ground, the perfect concealment for the tiniest of creatures. Condensation clouded the windows, seemingly hiding the secrets of the unknown inside. The two penguins were surprised from the lack of concern from the other zoo residents.

"There, there," Private comforted quietly, patting his flipper on Skipper's back. "Better?"

Skipper stood back up to his full height, barely even taller than the younger commando, and sighed, his breath coming out as a puff of fog. "Private, do you think I should suspend Kowalski from duty?" he asked unexpectedly, the usual stern look on his face that made this question look like nothing but casual.

"_What_?" the chubby bird gasped sharply. "Don't you think that's a bit harsh Skippah?"

One to disagree, Skipper stated, "He's been on the line of insubordination for a while." He looked up at the whirling clouds above, not once meeting his soldier's eyes. "I wanted to give him the benefit of the doubt." He paused, filling Private with suspense. "However," the flat skulled bird began, "I see now that Kowalski will not be fit for this unit's operations. I mean, he keeps questioning my choices, my authority!" he shouted, seemingly justifying his decision. "I can't have that." However, Kowalski was his lieutenant and trusted man at arms….

"But we're a team," Private murmured quietly, "We're friends…" He clenched his flippers, grasping for something that the leader couldn't seem to fathom. "After all we've been through…. all our missions and training, and you're throwing that away over one fight? We had stopped these kinds of problems before with Kowalski's inventions and other stuff, we can do it again!" There was desperation in his eyes now. "Skippah, we're not just friends, we're brothers, remember?"

Skipper nearly rolled his eyes, a bitter seed in his gut. "Stop with the clichés," he ordered. "It's time to save this Zoo…again," he added, this time rolling his eyes at the tedious sounding task. Without another word, he waddled to the nearest habitat, Marlene's; closely followed by Private, the only one he believed he could trust.

Back in the penguin's hidden HQ; Kowalski was cowed by Flora's close proximity. He was tense but for reasons he wasn't sure of. He could feel her breath trailing across his neck, her looming presence behind him keeping him frozen in his place. His breath was held as she whispered words to him. He only took a breath of air when she finished.

"That can't be real."

Flora was in front of him now, enticing him with the sudden grace in her movements. "It is," she stated simply. "Apply science, you will understand then."

"Science is the reason I don't believe it!" Kowalski was indeed a man of science and principles, but what she has revealed to him goes against everything he stood for. How on Earth was he supposed to believe that this green slop carried metamorphosing properties when, as an added bonus apparently, it expanded longevity to startling lengths? That just _wasn't_ possible.

Then again, nothing ever seemed possible. The team always experienced things beyond what the laws of physics and principles set for the boundaries of reality. Kowalski needed the predictability of calculations and numbers; it comforted him to know the solution with unneeded interjections that ruined the whole thing. In this increasingly maddening world, he was beginning to question his own sanity, and if what he really thought was right, _was_ right.

His earlier question recieved no response, as if the silence was supposed to fill him in on the knowledge he wanted. She stared at him expectantly, believing he could figure it out himself. However, it was quickly realized that this would take a while just for him to accept such a thing could happen outside the boundaries of the world he thought he had been so familiar with. Like a student and a teacher, Flora decided to help him understand.

However, she never got the chance.

"If this does what you say it does, then why is her body still alive but…_not_ at the same time?" he inquired skeptically, a wary one-sided gaze.

Flora dismissed it with a wave of her wing. "Little things like that do not matter."

Kowalski had to use all his willpower and sense to not scream his inner thoughts at her. "Your friend dying is a little concern then?" he hissed, stunned she'd be so dismissive over the whole thing, especially since Sara had reacted so strongly to it. Flora hadn't even acknowledged the body! He still couldn't get over the horrific image of the bullet hitting the werepenguin and then dying in the flippers of the penguin forced to shoot her. The cogs in his mind whirred, processing a red blaring thought of warning: _Get away, ASAP!_ He suspected he was being played, but for what he did not know. What motive could she have anyway?

"Come on, Kowalski, there could be so much more things you can do then something as trivial as…this," she said with a careless point of her wing to the body. "Forget the whole thing; there is nothing you can do about it."

That gesture to the body, debatable if it was alive or not, and the doubtful statement that sounded so much like Skipper was the final push Kowalski needed.

He rarely took charge, less so with being abrasive, but with everything happening in the vastness of less than a night, he just couldn't help but finally snap. All that pent of anger, frustration, and skepticism flooded through, and it was taken out on Flora.

"IT'S NOT TRIVIAL!" he roared and the pure passion of it knocked the vampenguin back a step. His intense blue eyes sparked, like the many machines he had created in his time, and an electrical feeling surged through him, giving him some new found feeling that he just couldn't place his flipper on, but it didn't feel new. "MADISON IS DEAD AND YOU DON'T EVEN CARE!" He got some sick satisfaction at her flinch. "You four only cause trouble and, to make matters worse, you're dragging the humans _and_ the zoo into it!"

"Kowal-"

"NO! LIVES ARE BEING DESTROYED!" Kowalski thundered, balling his flippers into fist like shapes as he drew closer, looming over Flora till she was backed up against a wall. She was starting to quiver. Who could blame her? This scientist had _never_ been so angry, _never _so emotional, and _never_ this verbally aggressive. But the surging feeling wasn't foreign, but he just could not place what it was. He didn't dwell long and kept at it, ranting in her face till she could've sworn she was depth.

"You forced our hand, Rico shot Madison on Skipper's order, and now we got a rampant psychotic beast to deal with!" It had been a minute and Kowalski was already starting to lose his voice, cracking only slightly in his sentences, but even then he did not stop. "Now Skipper's blaming me, and I have to fix EVERYTHING! AND HE DOESN'T EVEN BELIEVE I CAN DO IT!" His voice cracked and he faltered. "I-it's not my fault…" Then it came back with full force. "And he doesn't even believe me!"

The beyond furious penguin had stepped back now, giving room for Flora to stand and observe him in stunned shock.

"They say it's always my fault, that all my inventions fail, but I make ones that work too! Do I ever get credit for that? NO! They're always reminded of my failed ones, overlooking the ones that benefit us!" His flipper squeezed his head as he let out a sudden frustrated scream. He had forgotten he had an audience and everything else was dismissed with that, along with the fleeting thought that he was no longer talking about the girls.

Kowalski let out a few angry puffs of air, clenching and unclenching his flippers. He had never been so furious in his life. Screaming and venting like this, however… made him feel better. The strategist whirled away from Flora, grinding his beak painfully together as he stared at the contents of his lab that he now hated with a passion. So he smashed some of his beakers and test tubes, tore up his plans, kicked and dismembered the failed inventions that lie in the corner with violent gusto, taking special intentions on breaking those inventions that judged him, gave him his reputation. That reputation was now thoroughly despised by the owner.

He turned back and shouted again to his ceiling before resuming his rant like he had never stopped. "SKIPPER THINKS I RUIN EVERYTHING! I DON'T, I FIX THINGS!" he snarled. "Everything I do is a mistake, he thinks, everything that I _am,_ is a mistake, he says!" There was a final surge of energy and he then realized what it was pumping through his veins: Pure, undeniable fury that he had built up over the years of abuse and disregard. With a final scream, he bellowed, "I AM _NOT_ A MISTAKE!"

Everything went silent then, aside from his panting breaths. His face felt strained, his throat constricting from the unbelievable amount of shouting, his lungs burned and his heart pounded heavily on his chest. It was then, he realized, he was crying. Subtly, he was, with no noise but the splatters of the tears hitting the concrete.

No, he was not a mistake. At least, he thought so. Wasn't he a great penguin? His mind exceeded far beyond the pathetic lesser minds but…all his failures…did those out weight his accomplishments? Was Skipper right? Did all he ever do right was give options, with even those being wrong from time to time? Could he not successfully benefit penguin kind, much less mankind? Who was he kidding; all he ever did was mess-up. It must be true, Skipper said so after all. Skipper was always right….right?

"Kowalski…" There was a gentle touch on his shoulder, so strangely cold that he shuddered and it slipped away.

His eyes met those cerulean ones, they carried concern and care, and in that moment he saw the real Flora shine, but it was quickly snuffed out, and everything became a dark abyss to him. She stood back up and stiffly instructed him to sit down and, like a child would, he blindly obeyed. His body had taken an undead look as he numbly came to the nearest wall, slipping down on his back so he was sitting, eyes on his curling and uncurling flippers.

"You do not dare creep into things you should not know about," Flora warned darkly, an ominous cryptic undertone in the statement. She watched as Kowalski impassively nodded, not meeting her piercing gaze. She sauntered to a lab table, forcibly pushing broken shards aside till she found what she was looking for, a pack of matches. She held it in her dark wings, a shadow falling over her eyes as coldness swept over her essence. A slow glance at Kowalski, so condescendingly narrowed that if he saw he would've realized that she would never be the same penguin he knew.

With little difficulty, she managed to strike a match. The heat was like a fallen flame, destined to do harm for whatever side it may be, good or evil. She approached Madison's corpse and there wasn't a pause as she dropped it inside her, watching blankly as it slowly went up in flames. The rotting body sent a foul smell in the air but to her, it was like a fresh bouquet flowers. She inhaled deeply, eyes fluttering back at the smell she found to be pleasant.

Kowalski hardly acknowledged the corpse had been set on fire, but he did notice as the worktable went up in licking hot flames. His whirring mind only briefly entertained the idea of how it started before being whisked away as Flora's silhouette was suddenly prominent in his vision, all the more foreboding as she slowly turned around with an unkind gaze in her eyes. He tried to speak but all that came out was a pathetic squeak from his cracking voice.

He didn't know what to think when she approached with the fire growing stronger behind her, only aware of the mild terror growing in the pit of his stomach. It was then he realized that he should've listened to his gut to flee.

Flora had been suppressing her own urges, one very influential one that was supposed to be "the voice of reason" in her head. She'd keep slipping up because of it; it'd ruin her chances at her goal. If Kowalski had been a little wiser, he might've noticed the full extent.

"Do not worry, she was mentally dead anyway," the vampenguin said curtly, the ridge of her eyebrows dipping a bit as he did not respond, only staring in stunned silence. She was going to persuade him to speak, meaning to be firm and assertive as she slapped the daylights out of him, but Kowalski beat her to it.

"Y-you burned her and m-my plans," he croaked finally, disbelief metaphorically written all over his face. "Why did you-?"

A sudden gust of flames set another table on fire, turning an array of colors from the chemicals it fought with. It did nothing to the vampenguin's demeanor.

"Protection," she answered, simple and quick, but it only left more questions. Protecting from what…protection for _whom_? The stunning but equally intimidating she-penguin then crouched to face level and with a sickeningly sweet voice, she said, "Do not worry, everything will be fine…" She then lightly kissed his forehead, his cheek, but he did not register it.

He saw through the façade she was pulling, _had_ been pulling. Flora had come to him but not in seek of any romantically related pursuit or consolation, or to inform him of the properties of the green goop. He didn't know what she did come to him for, but it certainly wasn't for what she was doing now. As she kissed his face, he realized just how poor of a job she had done to act sweet, like the old her, but it didn't stop him for recognizing the few precious moments when it was true.

The cogs in his mind whirred but no plan could save him from this. He was trapped. He let emotions get in the way, the variable he always refused to have involved in all experiments and all other mathematical matters of his. It was now to be his downfall and he didn't even know if he just wanted to go out pretending to have been ignorant the whole time, or to go out fighting and beat the heck out of his former girlfriend.

That conclusion was decided for him.

"I know what you are thinking," Flora said as she pulled away, forcing him to stare into the hypnotic blue orbs of her eyes. "And I still very much like you…I just cannot let you get in the way. I sincerely do not want you to be hurt, but the only way to do that…_is_ to hurt you." She drew close again, and the lusty eyes sent him in a tizzy. Her tongue ran over her fangs, he might've noticed the green tint left afterwards. "Please forgive me…but like I have said, do not worry, everything will be alright…"

Kowalski, dazed, found himself drawing hopelessly closer. What he expected was not what came.

Eyes widened at two sharp pricks at his neck. His vision started to swim into blackness as time passed, seconds feeling like minutes as life was sucked from him. His mind could no longer think coherently, so he stayed in place, breathing heavily, as Flora sucked the blood from his neck.

The blood loss was extreme, she had taken so much in only a minute, and not even the strongest resolve could endure that. The scientist gasped quietly and finally fell over, trickles of blood beginning to pool around him as Flora departed, ending her feed. She wiped the blood off her fangs with her snake like tongue and shuddered with pleasure.

'_Good blood type,_' she thought absently as she grabbed a sharp object, hovering over Kowalski's still body.

"The reason vampires suck blood," she said matter-of-factly, so casual it was sickening, "Is because we…do not…bleed." She pressed the thorny sharp piece of scrap deep into her wing but no blood came out, leaving only a cut on her already damaged wing. She leaned down and gave him a long, lingering kiss on his temple, lightly scraping her teeth against it.

The fire set aflame to the rest of the lab, but it still did not affect Flora. The smoke was able to filter through the vent, but the increasing size of the blaze could not clear it out quickly enough.

"I still love you, Kowalski, and when you wake up I hope you still feel the same way…"

Later, when Skipper and Private would return, they would find a burning lab and suffocating smoke hovering in their headquarters, so they'd be forced to stay out in the cold open, vulnerable, till it died and cleared out. There would be a small trail of blood leading out of the HQ, forever staining their pool's waters in the swirling red color. The worst of the scene would be that there would be no sign of Kowalski, or that he had ever been there…

And then there would be two.

* * *

><p><strong>I decided when I had first made this story that I wanted some relationship bumps, so this is where this chapter came up. I had intended it for it to go differently and, also, not have it focused on Kowalski and Flora. But then I got into the story and made all this other crud happen so here we are! ^-^ Plus, I admit, I've never been good with showing off the characters affections to my OC's, making them only seem like good friends with benefits, so here's my practice. <strong>

**Err, but I'm reluctant to make it too OC centered. Reminds me, not sure all of you know, but I'm gunna focus more on the original cast when these fics are done, meaning I won't be showing my girls. Hopefully, everything will go smoothly with that. I already have ideas! (Some are already in the works!) **

**I also wish to apologize for my absence, I've been working on other stuff and school if finally starting to become a killer. T_T I promise that I will get my stuff down though!**

**Anyway, please review! ^-^**


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